C MOTTA advises on M&A with the necessary combination of senior legal judgment, an economic assessment of the transaction, and disciplined execution. C MOTTA is not merely a law firm. It is the ideal partner for clients who need legal counsel capable of understanding their business, their strategy, and the perspectives of the buyer, the seller, the shareholder, the officer, and the economic decision-maker. In significant corporate transactions, legal risk is rarely confined to the contract. It appears in the purchase price structure, governance, financing, exit rights, conditions precedent, undisclosed liabilities, shareholder dynamics, and the actual ability to close the transaction. Our work is designed to advise clients on acquisition, sale, investment, reorganization, and integration decisions with technical control, commercial judgment, and negotiating experience.
+ Comprehensive M&A Advisory
Legal advice in M&A, with a focus on execution, purchase price structure, risk allocation, transaction governance, and protection of the negotiated economic value.
+ Buy-Side
Advice to buyers throughout all stages of an acquisition, including opportunity assessment, legal structuring, due diligence, negotiation of transaction documents, conditions precedent, signing, and closing.
+ Sell-Side
Advice to sellers in preparing a company or asset for sale, organizing contingencies, defining the transaction perimeter, conducting competitive processes, and negotiating contractual protections.
+ Joint Ventures
Structuring of joint ventures, including the definition of contributions, governance, economic rights, reserved matters, transfer restrictions, deadlock provisions, call and put options, and exit mechanisms.
+ Co-Control
Structuring of co-control arrangements, shareholder voting blocks, veto rights, rules for the election of directors and officers, qualified quorum requirements, decision-making deadlocks, and preservation of strategic alignment.
+ Minority Investments
Advice on strategic minority investments, with protection of voting and economic rights, enhanced governance, information rights, liquidity, anti-dilution protection, tag-along rights, drag-along rights, and reserved matters.
+ Majority Investments and Change of Control
Advice on majority acquisitions, control transitions, governance reorganizations, warranties, indemnification, earn-outs, purchase price adjustments, and post-closing integration.
+ Sector Consolidation
Advice on market consolidation strategies, including acquisition platforms, successive acquisitions, asset integration, merger control, and standardization of the group’s corporate structure.
+ Sale of Strategic Assets
Advice on the sale of business units, equity interests, subsidiaries, contract portfolios, and segregated assets, including carve-outs, transition services arrangements, and operational separation.
+ Acquisition Finance for M&A
Legal support for acquisition financing structures, with coordination across debt, collateral, covenants, conditions to funding, transaction documentation, and the closing timetable.
+ Public and Listed Companies
Advice on M&A transactions involving public and listed companies, with attention to governance, disclosure obligations, corporate approvals, conflicts of interest, fiduciary duties, and regulatory engagement.
+ Privately Held Companies and Corporate Groups
Advice on M&A transactions involving privately held companies, family groups, and concentrated ownership structures, with a focus on governance, succession, shareholders’ agreements, and corporate reorganizations.
+ Cross-Border Transactions
Coordination of international transactions, including the alignment of legal regimes, foreign counsel, regulatory approvals, guarantees, payments, escrow arrangements, choice of law, and dispute resolution.
+ Execution and Negotiation
Transaction execution with commercial insight, anticipation of potential points of contention, streamlined documentation, timetable control, and negotiation oriented toward closing.
