Freitas Ferraz Advogados

Belo Horizonte

Freitas Ferraz assists domestic and foreign clients with complex matters as well as in crucial day-to-day issues of business activities. With a team of highly qualified professionals and unrivalled hands-on experience, the firm combines legal technical excellence, experience and innovation. Freitas Ferraz’ mission is to demystify the traditional complexity of the legal work, focusing its services on tailor-made and creative solutions for clients. The firm’s experience derives from a number of high-profile M&A transactions, investment structuring, corporate litigation, tax planning, corporate restructuring, capital market transactions, in addition to advice on infrastructure and real estate development projects.

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Banking & Financial Services

Equity crowdfunding: alternative method of fundraising during COVID-19 pandemic
Brazil | 01 December 2020

Equity crowdfunding is a form of online fundraising conducted via an electronic platform for participatory investment which can help to boost business. Unlike regular crowdfunding, parties which participate in equity crowdfunding expect a financial return on their investment. In view of the characterisation of this form of investment as a public offering, the Brazil Securities and Exchange Commission recently commenced a public consultation in order to review Brazil's equity crowdfunding rules.

CVM eases investment crowdfunding rules
Brazil | 17 November 2020

In light of the growing popularity of crowdfunding as a means of financing and maintaining small businesses' operations, it has remained on the Brazilian Securities and Exchange Commission's (CVM's) agenda, leading to discussions as to how the existing regulation can be improved. Thus, in August 2020, in the context of the COVID-19 pandemic, the CVM published a new resolution which has made temporary changes, on an experimental basis, to the existing regulatory requirements.

Corporate & Commercial

COVID-19 and increased liability of company managers
Brazil | 14 December 2020

The COVID-19 pandemic has led to considerable financial and operational losses in several economic sectors. In this context, it is easy to imagine dispute scenarios involving manager liability – for example, with respect to their adoption of loss-mitigation measures which later result in a loss of revenue. In such situations, it would be difficult to ascertain which losses were actually attributable to the company's managers and which were exclusively a result of the COVID-19 pandemic.

Corporate Finance/M&A

Court ruling highlights importance of indemnity clauses in M&A transactions
Brazil | 10 March 2021

A commonly negotiated rule in M&A transactions is the clause that provides for the buyer's indemnity right. This clause aims to limit the liability of the parties involved in the transaction for losses relating to the company or the asset traded and can be structured in several ways. The Sao Paulo Court of Justice recently highlighted the importance of expressly regulating this type of clause in M&A contracts.

Hostile dispute between Stone and TOTVS over merger with Linx
Brazil | 25 November 2020

The recent dispute between StoneCo Ltd and TOTVS SA over the acquisition of Linx SA has brought to light many important matters, especially directors' responsibility for damages caused to a company or its shareholders. TOTVS presented a hostile takeover offer, something which the Brazilian market is not used to since most companies have a controller group which owns 50% or more of the voting shares.