C MOTTA acts as a strategic legal partner to shareholders, boards of directors, committees, officers and directors, holding companies, corporate groups, and public and privately held companies on corporate, governance, and senior management matters. Our advice combines corporate legal expertise, institutional judgment, and a practical understanding of corporate decision-making dynamics, with a focus on structure, documentation, traceability, value preservation, and reduced exposure for officers, directors, and shareholders. We advise on recurring matters and critical situations, supporting decisions that require legal rigor, governance insight, stakeholder coordination, and documentation consistent with the level of responsibility involved.
+ Strategic and Ongoing Corporate Advisory
Ongoing advice to corporate groups, privately held and public companies, holding companies, family-owned businesses, and complex capital structures on corporate, contractual, and governance matters.
+ Corporate Structuring and Reorganization
Formation, review, and reorganization of corporate structures, including holding companies, subsidiaries, operating companies, control structures, investment vehicles, intragroup reorganizations, and rationalization of equity interests.
+ Corporate Acts and Corporate Documentation
Drafting and review of minutes, shareholders’ meetings, quotaholders’ meetings, board meetings, amendments to corporate documents, bylaws, articles of organization, corporate books, powers of attorney, internal approvals, and supporting documentation.
+ Shareholders’ and Quotaholders’ Agreements
Structuring and negotiation of shareholders’ agreements, quotaholders’ agreements, controlling blocs, voting rights, transfer rules, tag-along rights, drag-along rights, preemptive rights, call and put options, and deadlock resolution mechanisms.
+ Corporate Governance
Design and review of governance structures, including boards of directors, advisory boards, committees, approval authority, reserved matters, internal policies, approval flows, and rules governing the relationship among shareholders, officers, directors, and management.
+ Board and Committee Advisory
Legal support to boards of directors, independent committees, special committees, advisory boards, and advisory bodies on strategic decisions, significant transactions, conflicts of interest, related-party matters, and fiduciary duties.
+ Senior Management and Critical Decisions
Advice to officers, directors, and executives in sensitive decision-making processes, including analysis of authority, legal duties, individual exposure, appropriate documentation, and record of the decision-making rationale.
+ Fiduciary Duties and Director and Officer Liability
Guidance on the duty of care, duty of loyalty, duty of disclosure, conflicts of interest, abuse of controlling power, protection of the company, and mitigation of liability risks.
+ Conflicts of Interest and Related-Party Matters
Structuring of procedures for the identification, assessment, approval, and documentation of related-party transactions, conflicts of interest, voting abstentions, independent committees, and a legal fairness process.
+ Public Companies and Regulated Governance
Advice to public and listed companies on corporate matters, shareholders’ meetings, governance, disclosure, shareholder relations, the CVM, B3, board members, controlling shareholders, and significant investors.
+ Privately Held Companies, Holding Companies, and Family Groups
Advice to privately held companies, asset-holding companies, family-owned businesses, and corporate groups on governance, succession, professionalization, shareholders’ arrangements, reorganizations, and alignment among family, ownership, and management.
+ Internal Policies and Corporate Controls
Structuring of policies on approval authority, signatures, related-party matters, conflicts of interest, disclosure of information, document management, corporate compliance, data protection, contracting, and approval of significant transactions.
+ Compliance, Integrity, and Internal Controls
Design of compliance and internal control programs, routines, and documents, with a focus on integrity, institutional consistency, risk prevention, decision-making governance, and reputational protection.
+ Complex Corporate Reorganizations
Execution of mergers, spin-offs, consolidations, contributions of assets, capital increases and reductions, redemptions, intragroup reorganizations, corporate simplification, and preparation for transactions.
+ Strategic Shareholder and Corporate Disputes
Advice in disputes among quotaholders, shareholders, controlling shareholders, minority shareholders, officers, directors, and investors, with an approach focused on value preservation, governance protection, documentation of the dispute, and definition of legal strategy.
+ Decision-Making Traceability
Organization of decision-making processes with records of information considered, alternatives evaluated, technical input, corporate approvals, abstentions, quorum requirements, and the grounds for the decision.
+ Governance for Growth and Professionalization
Support for the evolution of growing companies through the creation of boards, committees, policies, decision-making routines, institutional documentation, and structures compatible with greater operational complexity.
+ Institutional Advice to Decision-Makers
Close advice to shareholders, board members, officers, directors, and executives on matters requiring discretion, senior judgment, legal protection, documentary clarity, and an understanding of corporate, economic, and reputational consequences.
