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Articles
Who Is Liable if a Holding Company Is Pierced?
The establishment of holding companies has become increasingly common as a strategy for asset, succession, and business organization....
1 day ago
Are You a De Facto Director? Uncovering the Hidden Risks
Many entrepreneurs, partners, or even consultants make decisions on behalf of a company without being formally appointed as directors in...
1 day ago
Economic Groups and Cross-Liability: What Entrepreneurs Need to Know
In an increasingly dynamic and interconnected business environment, it is common for companies to operate in coordination, sharing...
1 day ago
Economic Groups and Cross-Liability: What Entrepreneurs Need to Know
In an increasingly dynamic and interconnected business environment, it is common for companies to operate in coordination, sharing...
1 day ago
How to Protect Business and Family Assets Within the Law
Asset protection is a preventive measure adopted by entrepreneurs, families, and investors with the goal of safeguarding their assets...
1 day ago
De Facto Economic Groups: When Joint Business Conduct Triggers Joint and Several Liability
This article analyzes the concept and legal effects of de facto economic groups in Brazilian Corporate Law. While Brazilian law formally...
1 day ago
Expulsion of a Partner for Cause in Limited Liability Companies: Formal Requirements and Asset Implications
This article analyzes the legal, procedural, and substantive requirements for the expulsion of a partner for just cause in limited...
1 day ago
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
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