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Insights.

Articles, analysis and updates from the firm. Search by topic or date.

News · TransactionsSep 2026

Gotlib Rocha advises Grupo Salta Educação on the acquisition of Colégio Fazer Crescer

A traditional school in Recife joins Brazil’s largest basic education group.

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News · TransactionsSep 2026

Gotlib Rocha advises Desban on the sale of its interest in Life Center Parking

The foundation sold its 53.72% interest in the asset for BRL 22,610,000.00, with approval by its Deliberative Council.

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Case analysis · Restructuring and InsolvencyAug 2026

Casas Bahia in two acts: from out-of-court to court-supervised reorganization and the place of new money

The group went through both procedures of Brazilian Law 11,101/2005 in just over two years. What the first act lacked, the second pursues: new liquidity under the Section IV-A regime.

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Case analysis · Restructuring and InsolvencyAug 2026

From 777 Partners to Vasco da Gama: debtor financing in Brazilian court reorganization

The collapse of the US investor, the reorganization of the club and its football corporation, and the BRL 80 million financing authorized under Section IV-A of Law 11,101/2005.

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Practical guide · Restructuring and InsolvencyAug 2026

Out-of-court or court-supervised reorganization: choosing the restructuring route

Approval thresholds, claims covered, stay of enforcement, new money and operational effects. A decision framework between the two routes of Brazilian Law 11,101/2005.

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Analysis · Sell-Side ExpertsAug 2026

Risk allocation in an M&A transaction from the seller's perspective

Representations and warranties, indemnity caps, holdbacks and insurance. How the seller defines, during negotiation, what will still be owed after the price is received.

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Analysis · Sell-Side ExpertsAug 2026

Fiduciary transfer of equity interests as security for payment of the price

How to structure the seller's security on a deferred price, why it stands outside the buyer's reorganization proceeding and which formalities decide its effectiveness.

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Practical guide · Sell-Side ExpertsAug 2026

Why preparatory due diligence matters before selling the company

Identifying contingencies before the buyer does changes price, timing and holdback. What vendor due diligence resolves and when to start.

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News · FirmAug 2026

Felipe Hermanny joins the partnership of the firm

Felipe becomes a partner in the corporate, M&A and venture capital practices.

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Article · Corporate and M&AAug 2026

Non-compete covenants in M&A transactions

The legal basis, requirements for validity, the five-year benchmark of CADE Summary Opinion 5/2009 and drafting cautions.

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Article · TaxAug 2026

What changes with the Brazilian consumption tax reform

The IBS, the CBS and the Selective Tax created by Supplementary Law 214/2025, the differentiated regimes and the transition until 2033.

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Article · TaxAug 2026

Brazilian real estate funds and Fiagro before the IBS and the CBS

Taxpayer status under Supplementary Law 214/2025, the statutory requirements for the exception and the assessment of the irrevocable election.

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Article · Restructuring and InsolvencyAug 2026

Debtor financing in Brazilian judicial reorganization

The regime of arts. 69-A to 69-F of Law 11,101/2005, the statutory protections of the lender and the superpriority of the claim.

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Article · Investment FundsAug 2026

The legal framework of Brazilian real estate and private equity funds

CVM Resolution 175, the tax treatment of FII and FIP vehicles and the legal criteria for choosing the investment structure.

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News · Real EstateJul 2026

Brazilian Superior Court caps the amount in controversy in built to suit disputes

In Special Appeal 2,229,517 the Third Panel set the amount in controversy at twelve months of rent, under arts. 54-A and 58, III, of the Tenancy Law.

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Article · Corporate / M&AMar 2026

Earn-out clauses in share purchase transactions

Legal grounds, contractual structure and drafting safeguards for the contingent portion of the purchase price in M&A deals.

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Article · Restructuring and InsolvencyFeb 2026

The legal position of creditors in judicial reorganization

Rights, voting classes, quorums and credit protection strategies under Law 11,101/2005, as amended by Law 14,112/2020.

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Article · Wealth PlanningJan 2026

Wealth and succession planning under Constitutional Amendment 132

The mandatory progressivity of the Brazilian estate and gift tax, the legal planning instruments and the limits imposed by forced heirship.

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Article · TaxNov 2025

Law 15,270/2025 and the new Brazilian minimum income taxation

The broadened monthly exemption, the withholding on large dividend payments and the minimum tax on high incomes, with the transition rules.

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Article · Real EstateNov 2025

Legal instruments of structured real estate transactions

Segregated development estates, fiduciary liens, long term occupancy agreements and the statutory vehicles for structuring and funding.

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