C MOTTA acts as a long-term partner in private equity and venture capital transactions, advising investors, fund managers, founders, and portfolio companies from capital entry through the liquidity event. Our advice combines corporate legal expertise, transactional experience, and negotiating experience to structure transactions with legally protected purchase price mechanics, efficient governance, aligned incentives, contractually allocated risk, standardized documentation, and a preserved path to exit.
Private Equity
C MOTTA advises investors, fund managers, and companies on private equity transactions, with a focus on legal execution, preservation of the client’s economic rationale, legal protection of the acquisition, organization of portfolio company governance, and exit preparation. We advise on control acquisitions, stake increases, corporate reorganizations, sector consolidation, acquisition financing, documentation standardization, portfolio governance, and divestitures.
+ Control Acquisitions and Significant Minority Stakes
Structuring and negotiation of majority acquisitions, significant minority investments, stake increases, and preparatory corporate reorganizations.
+ Buy-Side Advice for Financial Investors
Advice to investors in the legal assessment of the opportunity, definition of the acquisition structure, due diligence, negotiation of warranties, indemnification, conditions precedent, and closing documentation.
+ Contractual Purchase Price Mechanics
Legal structuring of purchase price adjustments, net debt, working capital, earn-outs, escrow arrangements, holdbacks, indemnities, and other contractual mechanisms that protect the transaction’s economic rationale.
+ Standardization of Acquisition and Sale Documentation
Creation and enhancement of templates for purchase and sale agreements, investment agreements, stake increase instruments, closing documents, corporate approvals, notices, and recurring execution materials.
+ Investment-Oriented Due Diligence
Phased legal review, distinguishing risks that affect the contractual structure, matters requiring specific protection, material contingencies, and issues that may compromise governance, financing, or a future exit.
+ Portfolio Company Governance
Structuring of boards, committees, reserved matters, qualified quorum requirements, information rights, material approvals, internal controls, and investor oversight mechanisms.
+ Internal Policies and SOPs for Portfolio Companies
Implementation of policies on approval authority, contracting, related-party matters, expenses, document execution, data protection, compliance, document management, and standardized operating procedures for portfolio companies.
+ Management Incentives and RSUs
Design of incentive plans, stock options, restricted shares or quotas, RSUs, phantom shares, earn-outs, transaction bonuses, vesting, retention rules, and the economic consequences of exit.
+ Stake Increases and Reorganizations
Advice on follow-ons, recapitalizations, conversions, equity ownership reorganizations, admission or exit of equity holders, and governance adjustments following new investment stages.
+ Add-On Acquisitions and Sector Consolidation
Advice on acquisition platforms, add-on transactions, asset integration, corporate reorganization, governance standardization, and scale-building for future sales.
+ Acquisition Financing
Coordination of legal documentation across the acquisition, debt, collateral, covenants, conditions to funding, corporate approvals, and the closing timetable.
+ Exit and Liquidity
Preparation and execution of exits through strategic sale, sale to another fund, secondary sale of equity interests, competitive process, dual-track structure, or IPO in Brazil or abroad.
Venture Capital
C MOTTA advises on venture capital transactions with a focus on the legal quality of the round, clarity of economic rights, protection of equity ownership, governance appropriate for growth, and preparation of the company for future financing or liquidity events. We advise on investment rounds, convertible instruments, pre-investment reorganizations, admission of new investors, stake increases, internal policies, incentives, and exits.
+ Investment Rounds
Structuring and negotiation of early-stage rounds, growth rounds, bridge rounds, pre-liquidity rounds, and new financings with existing or new investors.
+ Term Sheets and Round Documentation
Drafting and negotiation of term sheets, investment agreements, subscription agreements, convertible instruments, convertible loans, shareholders’ agreements, and ancillary documents.
+ Standardization of Investment Documentation
Creation and enhancement of templates for term sheets, investment agreements, shareholders’ agreements, convertible instruments, stake increase documents, side letters, corporate approvals, and closing documents.
+ Equity Ownership Structure
Organization of the equity ownership of founders, investors, executives, and employees, with legal analysis of dilution, convertible instruments, incentive plans, and economic rights.
+ Investor Rights
Structuring of liquidation preference, anti-dilution protection, preemptive rights, tag-along rights, drag-along rights, information rights, reserved matters, and protection against related-party transactions.
+ Governance for Growth
Definition of management rules, board composition, observers, quorum requirements, budget, material hires, future financings, indebtedness, and approval of sensitive matters.
+ Internal Policies and SOPs for Portfolio Companies
Structuring of policies for approvals, signatures, contracting, intellectual property, data protection, compliance, expenses, executive hiring, document management, and replicable internal routines.
+ Incentives, Retention, and RSUs
Structuring of stock options, RSUs, phantom shares, performance bonuses, vesting, exit rules, plans for key employees, and alignment mechanisms among founders, executives, and investors.
+ Follow-On Rounds and Stake Increases
Advice on follow-ons, conversions, exercise of preemptive rights, repricing, runway extension, admission of new investors, and governance adjustments.
+ Liquidity Preparation
Legal organization of the company for a strategic sale, admission of a growth investor, secondary sale of equity interests, or preparation for the capital markets.
Founders and Portfolio Companies
C MOTTA works alongside founders and portfolio companies to translate capital entry into sustainable growth, preservation of key rights, and an equity structure prepared for future rounds and liquidity events. Our work interprets the investor’s proposal, identifies customary market terms, protects essential governance, and organizes incentives among founders, executives, and financial capital.
+ Negotiation with Investors
Advice to founders in the analysis of term sheets, dilution, liquidation preference, veto rights, governance, liquidity, post-investment obligations, and exit rights.
+ Founder Protection
Structuring of retention rights, vesting, exit rules, protection against excessive dilution, management authority, information rights, and participation in material decisions.
+ Pre-Round Organization
Corporate review, document remediation, regularization of strategic contracts, intellectual property, employee relationships, material contingencies, and preparation for due diligence.
+ Portfolio Company Governance
Creation of clear rules for management, the board, budget, future financing, executive hiring, approval of material transactions, and investor relations.
+ Internal Policies and Procedures
Implementation of internal policies, decision-making authority levels, signature rules, approval routines, document controls, data protection, and SOPs consistent with the discipline expected by institutional investors.
+ Growth Incentives
Structuring of option plans, RSUs, phantom shares, performance bonuses, talent retention, and economic alignment among founders, executives, and investors.
+ New Rounds and Expansion
Legal support for follow-ons, admission of new investors, corporate reorganizations, strategic acquisitions, international expansion, and liquidity preparation.
+ Founder or Company Exit
Advice on strategic sale, sale to a fund, secondary sale of equity interests, pre-sale reorganization, and preparation for an IPO in Brazil or abroad.
