Our transaction team has extensive experience in important infrastructure projects, syndicated loans, debt restructuring and M&A. It uses the knowledge developed by our litigation team to advice clients on possible disputes that may be faced by the parties under an agreement and how to contractually address them before they occur. We also advice on transactional matters to finish a dispute and after a dispute is finished.
We work as counsel in complex M&A transactions involving multiple Brazilian and foreign parties on behalf of sellers and purchasers, drafting and negotiating Portuguese and English documents.
These transactions normally involve the acquisition or merger of equity interests, assets or companies coupled or not with investments or private equity, within and outside a financial stress scenario.
The firm also works in corporate reorganizations creating alternative corporate and financial structures to fit different profiles and specific needs of clients.
Other works include:
We structure public offerings of securities with ‘restricted efforts’ and private placement offerings.
Anticorruption, Compliance and Government Enforcement
Punitive Administrative Proceedings and Corporate Leniency Programs
We are counsel and represent clients in corporate punitive administrative proceedings related to anticorruption laws before the Ministry of Transparency and Federal Controlling Office (CGU) and similar state and municipal bodies, the Federal Prosecution Office and courts.
Our law firm advises clients on negotiations of corporate leniency agreements programs with the CGU, the Brazilian Anti-Trust Authority (CADE), the Brazilian Securities and Exchange Commission (CVM) and the Brazilian Central Bank (BACEN).
Anti-corruption Compliance Programs
We advise clients on the creation, implementation or tailoring anti-corruption compliance policies and programs to avoid violation and to mitigate sanctions in case of breach.
Our team drafts anti-corruption certification instruments and advises internal auditors to ensure compliance with anti-corruption laws.
Warde Advogados advises clients on anti-corruption compliance due diligence.
We advise internal investigations on violation of anti-corruption, competition and public bidding laws and provide guidance on the result of these investigations.
Warde Advogados' litigation and arbitration teams represent clients in various corporate disputes seeking, among other objectives:
We represent clients in administrative proceedings before the Brazilian Securities Commission (CVM), the boards of trade and the Department of National Commerce Registration.
The firm develops independent theses and strategies to support clients’ claims and defenses involving key corporate and securities law issues under dispute.
We work with disputes in the energy and banking areas and involving financial and commercial agreements.
Warde Advogados' projects team advises banks/syndicates and domestic and international companies on project finance, working capital finance, structured finance and refinance.
We advise Brazilian and foreign companies on “cross-border” finance in respect of agreements governed by Brazilian laws and finance from foreign entities to Brazilian companies.
We draft agreements of infrastructure projects, such as construction (EPC) and operation (O&M) agreements.
Our team advises Brazilian and foreign companies on public biddings (RFP) in Brazil.
We perform legal due diligence of infrastructure projects.
Warde Advogados assists clients with regulatory matters of infrastructure projects.
We prepare executive compensation plans.
We draft stock option plans.
Warde Advogados advises on labor and corporate matters related to corporate corruption cases.
The firm represents clients in high management labor claims.