M&A · Sell-Side Experts · Advising Sellers

Advising sellersin M&A transactions.

We work alongside business owners, entrepreneurs, partners, founders, companies, business families and investors in structuring and running sale processes — with a focus on advance preparation, negotiation strategy and value maximization.

The buyer comes prepared. The seller needs to be even more so.

Track record

The experience behind every transaction

+100Transactions advised
+8bnIn transaction value (R$)
1.8bnLargest transaction (R$)
01

Strategic sell-side advisory

Advising sellers in mergers and acquisitions, venture capital and investments demands a technical approach and business vision.

We work in an integrated manner, from preparing the company to closing the transaction, with special attention to organizing information, mitigating risks and strategically steering the negotiation.

Our goal is to ensure the seller enters the process in an informed, structured and competitive position.

02

The real dynamics of dealmaking

In M&A processes, the buyer structures its analysis, identifies risks and builds its strategy before negotiations formally begin. A lack of preparation on the seller’s side can result in:

Pressure on price
Unfavorable risk allocation
Higher guarantees and holdbacks
A longer timeline

Advance preparation is decisive to the outcome of the transaction.

●

The impact of advance preparation

Sellers who come prepared protect price, reduce holdbacks and shorten the timeline. In practice, preparation becomes value captured at the negotiating table.

↗Final priceProtected
↗Risk allocationFavorable
↘Guarantees and holdbacksLower
↘TimelineShorter
+ Organization + Structure + Negotiation BASE PRICEDEAL READINESS STRUCTURENEGOTIATIONFINAL VALUE
How preparation builds value in a sale
03

From preparation to post-closing

Scope of work
01

Preparation · Deal Readiness

  • Corporate structure review
  • Document and contract organization
  • Identification and treatment of liabilities
  • Governance adjustments
  • Due diligence readiness
02

Deal structuring

  • Defining the transaction structure
  • Assessment of legal and tax impacts
  • Data room organization
  • Interface with financial advisors
03

Negotiation

  • NDA, MOU, LOI, NBO, BO
  • Price mechanisms (closing accounts, locked box, earn-out)
  • Guarantees and indemnities
  • Risk allocation strategy
04

Due diligence

  • Process coordination
  • Control of information flow
  • Preparation of responses
  • Impact mitigation
05

Documentation and closing

  • SPA / Purchase and Sale Agreement
  • Ancillary documents (corporate acts, SHA)
  • Conditions precedent and subsequent
  • Closing
06

Post-closing

  • Outstanding obligations
  • Contingencies
  • Dispute support
04

Why Gotlib Rocha on the sell-side

+Expertise dedicated to advising sellers
+Work oriented to the business decision
+Strong emphasis on advance preparation
+Experience in complex transactions
+Integration with the other advisors
+An objective, technically rigorous approach
06

Insights, decisions and updates

We publish analysis on the sale of companies from the seller’s perspective, from preparing the company to risk allocation, security for the price and managing the post-closing period. It is where we set out, openly, how we read the problems that arise in practice.

See all insights →
Sell-side

Preparation, skill and strategy — turned into value at the negotiating table.

Is your company ready to be sold?

Preparation, strategy and execution — from the first assessment to closing.

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