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For companies, partners and managers
Corporate Law and Contracts
Drafting, review and negotiation of commercial contracts and transaction structuring, with a focus on preventing disputes and protecting the people who sign.
The problem
Disputes often begin in the contract
Disproportionate penalty clauses, poorly structured guarantees, missing liability caps and obligations without clear deadlines are the source of many commercial disputes. The problem surfaces when the contract has to be performed, and by then it is too late to renegotiate.
Our advisory work reviews the contract from a business perspective: what each party delivers, what happens if it does not, who is liable and with which assets. The final draft protects the company as well as the partners and managers who sign on its behalf.
Situations we handle
Contracts and transactions we most often handle
- Supply, services, distribution and commercial representation agreements
- Contracts with public entities and with companies contracted by the public sector
- Shareholder agreements, amendments to articles of association and partner exits
- Liability, penalty, guarantee and termination clauses
- Review of contracts that have become economically unbalanced
- Formal notices, renegotiations and termination agreements
- Transactions involving guarantees and escrow accounts
- Risk assessment before signing
How we work
Stages of our work
Step 1
Understanding the business
Understanding the transaction, the parties and what the company needs to protect.
Step 2
Risk matrix
Identifying the provisions that create financial exposure or personal liability.
Step 3
Drafting and negotiation
New draft or annotated review, with alternative language for negotiation.
Step 4
Follow-up
Support during performance, amendments and formal notices when problems arise.
Frequently asked questions
Common questions
Can a contract be revised if it becomes economically unviable?
Under the Brazilian Civil Code, a party may seek revision or termination when extraordinary and unforeseeable events make performance excessively burdensome. Whether this is available depends on the contract, the sector and proof of the imbalance.
Can a partner be held liable for company debts?
As a rule, no. Personal assets may be reached in cases such as abuse of corporate personality, commingling of assets or irregular dissolution, which is why the way contracts and guarantees are structured matters.
Is it worth reviewing a supplier’s standard contract?
Yes, especially the penalty, limitation of liability, venue and termination clauses. Even when there is little room to negotiate, understanding the risk lets you decide whether to sign.
For general information only. Each case depends on a review of the documents and the stage of the proceeding.
Related areas
Litigation
Preventive
Contact
Discuss your case with the firm
Send a brief description of the matter and, if applicable, the case or proceeding number.