Commercial and Corporate Law & Governance

Corporate Governance

We advise clients on a variety of corporate governance issues: 

• officer/director duties and liabilities
• board structure and operations
• charter and by-law provisions
• memorandum and articles of association
• creation of corporate divisions and subsidiaries
• spin-offs
• shareholder proposals
• derivative and shareholder litigation
• executive employment and consultancy agreements
• severance arrangements
• executive compensation and indemnification

We counsel and assist in the preparation of director guidelines, ethics standards, and other corporate codes of conduct.  We also perform internal investigations to address various board concerns. 

We advise companies in many industries on growth strategies. We are particularly adept at assessing whether potential acquisition targets are likely to be accretive to earnings per share and whether a target is a good cultural and strategic fit.

We also provide M&A transaction advisory services.  Our consultants have proven expertise in helping businesses define compelling strategies for growth and enhanced shareholder value, and effectively communicating these to senior corporate management and the investment community. Our work is always conducted within a broad industry context to ensure that we develop distinctive solutions to fit your capabilities, financial wherewithal, and appetite for risk.

Organizations face risks across their operations, with their people and partners, and with their current state of technology. These risks can impact an organization’s assets, the value chain, and eventually customers, resulting in the impairment of both financial performance and reputation.

Which risks can be tolerated and which cannot? Across-the-board risks of non-compliance, fraud, key person, mission-critical process, and technology cannot be tolerated for very long, if at all, without dire consequences.

Managers facing continual, complex, and interconnected risks must make critical determinations:  Are processes effective? If effective, are they efficient? Are the right authorities delegated to make decisions at the right time?  Wecunderstand management’s need to analyze and act on risks that cannot be tolerated, commitments that cannot be met, and threats that cannot be responded to in a timely manner. We assist clients with:

• Value chain risk assessments
• Organizational design of risk governance, delegation of authority, risk limits
• Process inventory and design for threat-resilient operations
• Due diligence of risk management capability in operations, technology, capital and people employed
• Value chain measurement of key performance and risk indicators with dashboard-management reporting

Commercial Litigation  

Even the best-laid plans sometimes go awry. When they do, our attorneys work with our clients to develop innovative approaches that untangle and resolve complex financial relationships. Our far-ranging and respected Commercial Litigation, Insolvency, & Creditors’ Rights practice represents clients in almost every form of commercial litigation, creditors’ rights and insolvency, and bankruptcy.    

 Complex commercial disputes.Our practice includes significant litigation on behalf of creditors and other clients in disputes that arise out of troubled business arrangements, particularly financial fraud. Our litigators are involved in court and arbitration proceedings throughout the world.

We represent creditors and other clients in disputes that arise out of troubled business arrangements, particularly financial fraud. Litigators from each of our offices in South America are involved in court proceedings and arbitrations throughout the world.

We are known for our experience in litigation, arbitration, mediation, and other forms of dispute resolution, both in party representation and as neutrals in disputes ranging from personal injury, wrongful discharge, and insurance coverage to technology transfers and environmental claims.  

 Workout transactions, reorganizations, and restructurings. With significant experience in large and extensive business reorganizations, we represent some of the largest lenders in the international real estate and construction sectors, as well as in the surety, railroad and electric utility industries. From single-asset real estate workouts to major restructurings, our ability to develop innovative solutions on behalf of our clients is unsurpassed. With significant experience in business reorganizations, we represent some of the largest creditors and debtors in the international real estate and construction sectors, as well as in the surety, railroad and electric utility industries.

Regulation

We helps clients in a broad range of industries respond to pressing regulatory and legal challenges. We also help them develop compliance strategies and anticipate and adapt to future regulatory requirements.

Our consultants have extensive experience in traditionally-regulated industries, including telecommunications, electricity, natural gas, and healthcare. We are also skilled in helping companies meet business challenges that spring from regulations related to environmental protection, health and safety, and employment. Our understanding of regulation’s affects on economic incentives sharpens all aspects of our analysis. We:

• Prepare policy studies that help develop the basis for sound regulatory policy
• Assist counsel in drafting regulatory filings that are both persuasive and analytically rigorous
• Provide and support expert witness testimony in regulatory proceedings
• Assist clients in understanding and mitigating regulatory risks and exposures

Our professionals have a solid command of relevant economic tools and industry and institutional knowledge – factors unique to each industry and market sector. These include databases, legal and regulatory constraints, competitive dynamics, and sources of innovation.

Our consultants have served at an array of regulatory agencies around the world, so we combine advanced economic analysis with an insider’s knowledge of the approaches that are most likely to have an impact on regulatory authorities in any country of South America.

See Estoup´s Professional Training Courses in São Paulo :

 1.Course on International  Acquisitions(see schedule and description program)

2.Course on Corporate Arbitration and International Investments Protections (see schedule and description program)
3.Course on Corporate Governance and International Corporate Law (see schedule and description program)

 4. Course on Corporate International Tax Planning (see schedule and description program)

5. International Contracts( see schedule and description program)