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Articles
Purchase and Sale of Equity Interests with Clawback Clause: Validity, Modalities, and Legal Risks
This article analyzes the clawback clause — also referred to as a reversion clause — applied to the purchase and sale of equity...
Jul 1
Liability of Corporate Officers for Omission in Cases of Business Insolvency: Duty of Care and Duty to Preserve Corporate Assets
This article examines the liability of corporate officers for omissions in the performance of their duties when business insolvency is...
Jul 1
Reverse Merger and the Merger of Dormant Companies: Strategic Planning or Sham Transaction?
This article examines the use of reverse mergers and the merger of dormant companies as tools for corporate reorganization, focusing on...
Jul 1
Tag Along and Drag Along Clauses: Minority Protection and Coordination of Shareholder Exits
This article examines the contractual clauses known as tag along and drag along , widely used in shareholders’ agreements, investment...
Jul 1
Earn-Out Clauses in Share Purchase Agreements: Risks, Validity, and Disputes
This article examines earn-out clauses inserted in share purchase agreements, with an emphasis on legal aspects related to their...
Jul 1
Lawful Asset Protection: Legal Structuring and Ethical-Legal Limits of Asset Shielding
This article analyzes legally valid strategies for asset protection—commonly referred to as asset shielding—under Brazilian law, with...
Jul 1
Non-Assignment Clauses in Equity Interests: Validity, Time Limits, and Protection of Third Parties
This article analyzes the validity and legal boundaries of non-assignment clauses in equity interests (quotas) in limited liability...
Jul 1
Liability of Partners and Managers for Acts Committed During the De Facto Dissolution of a Business Company
This article examines the liability of partners and managers for legal acts committed during the period in which a company is de facto...
Jun 5
De Facto Management in Business Companies: Liability of Non-Formally Appointed Managers
This article examines the concept of the de facto manager in business companies, particularly regarding their liability in situations...
Jun 5
Unfair Competition Between Former Partners: Limits on Business Activity After Dissolution of the Partnership
This article analyzes the legal boundaries of business activities conducted by former partners following the dissolution of a...
Jun 5
Legal Protection of Business Know-How: Trade Secrets, Unfair Competition, and Liability
This article analyzes the legal protection of know-how in the business context, focusing on its nature as an unregistered intangible...
Jun 5
Non-Disclosure Agreements (NDAs) in Business Relations: Legal Function, Breach, and Remedies
This article examines non-disclosure agreements, commonly known as NDAs, within the context of business relations. These contractual...
Jun 5
Undisclosed Partner and Liability Towards Third Parties: Legal and Doctrinal Analysis of the "De Facto Partner"
This article analyzes the figure of the undisclosed partner—also referred to as the de facto or covert partner—under Brazilian law,...
Jun 5
PRECLUSION IN BRAZILIAN CIVIL PROCEDURE: CONCEPT, TYPES, AND LIMITS UNDER THE 2015 CODE OF CIVIL PROCEDURE AND THE TREATMENT OF ASTREINTES
Preclusion is a procedural mechanism of great relevance in the Brazilian legal system, designed to ensure stability, predictability, and...
Jun 5
Exclusive Distribution Agreements: Risks of Early Termination, Compensation, and Equilibrium Clauses
This article analyzes exclusive distribution agreements from a legal perspective, focusing on the risks associated with early termination...
May 12
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