Commercial contracts
Drafting, review and negotiation of supply, distribution, services and partnership instruments.
Area 02 · Contracts and Corporate
The instrument defines the position you reach the conflict in.
Structuring of commercial relationships, contract drafting and review, and corporate organization — including the documents that govern how shareholders live together and how control passes on.
What is at stake
Contracts and corporate instruments are often treated as closing formalities — signed to make the deal possible, not to govern what happens when it comes apart. The consequence surfaces years later, when the clause nobody discussed becomes the only one that matters.
It should be said that in family businesses the problem is sharper: trust among the shareholders stands in for the instrument. While the relationship holds, the contractual gap produces no effect. When it breaks — through disagreement, through succession, or through the arrival of outsiders — the absence of a rule agreed in advance turns a manageable disagreement into years of litigation.
Which is to say: contract and corporate work is, in large measure, litigation anticipated. Drafting with that awareness means asking, of every clause, how it will read to a judge who knows nothing of the parties' history.
Lines of work
Quotaholders' and shareholders' agreements
Rules on voting, transfer of interests, exit, deadlock and the resolution of disagreements.
Formation and corporate reorganization
Formation of companies and holding structures, changes of structure, spin-offs, mergers and conversions.
Governance
Management and control structures proportionate to the company's size and ownership.
Admission and exit of shareholders
Admission of new shareholders, withdrawal, expulsion, and valuation criteria agreed before the conflict.
Review of instruments in force
Critical reading of existing contracts and corporate instruments, identifying contractual exposure.
Publications in this area
De Facto Partners Have Standing to Demand an Accounting from Management
STJ: a quota holder not yet added to the articles of association can demand an accounting from management, for earlier periods too, within ten years.
Leaving the Company Does Not Extinguish a Partner's Personal Guarantee
TJSP: leaving the company does not end a partner's personal guarantee. STJ: the guarantor cannot seek, in its own name, to revise the contract it secures.
Who signs when you cannot?
A conservatorship order does not paralyze the person; it paralyzes management. What a family holding company needs in place to keep operating without depending on the owner's legal capacity.
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