Areas

M&A / Business Acquisitions

Our services in the area of Mergers & Acquisitions cover the full spectrum of the buying and selling process, including the negotiation and drafting of share purchase agreements, consortium arrangements, joint ventures, asset sale agreements, and commercial establishment transfers.

We advise our clients throughout every stage of the acquisition or divestiture process: from negotiating the commercial terms of the transaction; preparing the company for sale (regularization of corporate minutes, financial statements, etc.); drafting the purchase and sale agreements; conducting the Due Diligence process; negotiating contingencies and payment guarantees; through to the closing of the transaction.

Selected transactions in which we have participated include:

• Sale of 100% of the shares of Grupo Zenda to Grupo Marfrig.
• Acquisition by Volt USA of 100% of Advice.
• Acquisition by JBS S.A. of 100% of the shares of Grupo Zenda.
• Sale of 100% of the shares of UES S.A. to InCapital.
• Purchase of Galval Agente de Valores S.A. by Paullier y Cía. S.A.
• Strategic alliance between IPB Seeds and Nuseed.
• Purchase by JBS S.A. of assets in Uruguay from tannery Bader.
• Negotiation and sale of 25% of the shares of a fishing company to prevent a corporate dispute.
• Spin-off of Surverde S.A. into four corporations to distribute the company’s assets among family shareholders.
• Purchase of 25% of the shares of TV Cable Florida.
• Advisory services to shareholders of a technology start-up developing a web platform for the incorporation of Angel Investors.
• Purchase of 100% of the shares of Isrel S.A. by Luncheon Tickets S.A.
• Purchase of 100% of the shares of Rocha Color S.A. by Electroquímica S.A.
• Sale of the Meliá Hotel.
• Sale of Laboratorio Castro Gherardi.
• Sale of the local operations of Subway.

Corporate Law

We have extensive experience in Corporate Law, particularly in matters relating to corporations (Sociedades Anónimas) and simplified stock companies (SAS). We are fully equipped to advise our clients on the selection of the most suitable corporate vehicle for their specific circumstances, as well as on the incorporation or acquisition of companies.

We handle all corporate operations, including amendments to articles of incorporation; capital increases, reductions, and replenishments; dissolution and liquidation; mergers, spin-offs, and conversions; financing transactions; and all other corporate restructuring matters.

Corporate Disputes & Litigation

Corporate disputes and shareholder litigation constitute one of our primary areas of practice. We have represented clients in a wide range of corporate disputes, acting on behalf of both minority and majority shareholders in negotiations and proceedings brought against the company, among shareholders, or against directors and officers.

Our firm possesses deep expertise in all procedural requirements governing the convening and holding of shareholders’ meetings and has participated in proceedings to challenge or annul shareholders’ resolutions adopted in violation of applicable law.

We are also fully equipped to advise shareholders ahead of general meetings, developing optimal strategies to protect our clients’ interests.

Shareholder Agreements & Family Businesses

A key component of our corporate practice is shareholder planning — structuring the relationships among shareholders through carefully drafted shareholder agreements. Our experience allows us to identify potential sources of future conflict and address them proactively, minimizing value destruction for both the company and its shareholders.

Shareholder agreements are an essential instrument for regulating profit distribution policies, establishing conditions for any future share transfers (rights of first refusal, drag-along obligations, minimum sale price thresholds, etc.), and setting out the continuity framework in the event of a shareholder’s death or incapacity — matters that, while often overlooked, can trigger significant disputes between surviving shareholders and their successors.

We advise family-owned businesses on the negotiation and drafting of shareholder agreements and family governance protocols to regulate management succession and relationships among shareholders and family members.

Selected family businesses advised include:

• Grupo Fiancar: Corporate and shareholding restructuring, including the preparation and negotiation of the Family Protocol.
• Estancia La Paz: Advisory to a family member following the death of the founder, to regulate patrimonial rights over real property and ensure business continuity.
• Suverde S.A.: Corporate spin-off into four entities to distribute assets among family shareholders.
• CCC del Uruguay: Advisory to the family following the death of founder Fiandra, including the drafting of shareholder and employee agreements.
• Familia Branaa: Advisory on the sale of the family business (Grupo Zenda) and the regulation of internal patrimonial matters.
• Anarela S.A.: Negotiation and execution of a shareholder agreement to address shareholder relations arising from a family divorce.
• Clínica Leborgne: Negotiation of business continuity arrangements following the founders’ deaths.
• Barraca Paraná: Shareholder Agreement and Family Protocol.
• Publicartel: Shareholder Agreement and Family Protocol.
• MTA Ingeniería: Shareholder Agreement.

Real Estate

Our Real Estate practice covers the full lifecycle of real property transactions and development projects — from land acquisition through project structuring — regulating the participation of all parties involved: developers, investors, construction companies, and purchasers.

We have extensive experience in financing structures for development projects, as well as in regulating relationships among co-investing parties. We draft and negotiate construction contracts and all ancillary agreements required for project development, representing both project owners and construction companies.

We have participated in real estate projects structured through both real estate trusts (fideicomisos inmobiliarios) and commercial corporations, advising on the distribution of returns to investors and on the winding-up of the vehicle upon project completion.

Developers and projects with which we have worked include: Estudio Fischer, LGD Arquitectos, Vitrium Capital, Banchero Real Estate, and Médano by Viñoly.

Complex Litigation

Our litigation practice has grown substantially in recent years. We represent plaintiffs and defendants across multiple areas of law, with particular emphasis on corporate, commercial, labor, civil, family, and succession matters.

Our primary objective is always to resolve disputes before they reach the courts, through negotiation and mediation. To that end, we deploy a team of qualified professionals capable of conducting efficient dispute resolution processes that yield satisfactory outcomes for our clients.

When alternative dispute resolution is not viable, we develop a tailored litigation strategy — whether initiating or defending proceedings — designed to achieve the quickest, most efficient, and most cost-effective outcome possible.

Clients who retain our services can rely on highly personalized attention and close, day-to-day communication — an approach that deepens our understanding of their needs and interests and enables us to deliver a superior level of service.

Notarial Advisory

Our notarial services encompass all matters relating to the purchase of urban real estate, rural properties, and vehicles; the creation of security interests such as mortgages, pledges, and bonds; and the execution of powers of attorney, notarial certificates, testimonies, and legalizations.

We believe that the active, coordinated involvement of both notaries and attorneys is fundamental to sound transactional practice. In this way, we bring our combined expertise in preventive counseling and dispute resolution to bear on notarial operations, thereby reducing the risk of future claims and strengthening our clients’ position in the event of a breach.

Our notarial services include:

• Execution of minutes and notarizations.
• Certification of signatures and testimonies.
• Certification of legal status and circumstances.
• Purchase and sale of urban and rural real estate, personal property, and vehicles.
• Creation of mortgages and pledges.
• Civil and commercial contracting.
• Execution of security agreements (mortgages, pledges).
• Legalizations and apostilles.
• Granting of powers of attorney.
• Wills, assignments of inheritance rights, and donations.
• Registry filings: information requests and inscriptions.

Trusts

We have extensive experience in the establishment of different types of trusts under Uruguayan law, including Guarantee Trusts, Real Estate Trusts, and Management Trusts.

We have participated in the structuring of various real estate development projects through the trust vehicle, drafting each trust deed in accordance with the specific characteristics of the project. This requires a thorough analysis of the overall situation, the interests of the parties involved, the developer, and the investors.

Commercial Law

Our Commercial Law practice focuses primarily on the negotiation and drafting of commercial agreements, including purchase and sale contracts, distribution agreements, agency contracts, franchise arrangements, leases, commission agreements, leasing structures, trusts, e-commerce agreements, and licensing contracts.

We also advise clients on a wide range of financial transactions, including loans, private placements of negotiable obligations, factoring arrangements, and the creation of related security interests such as mortgages, pledges, and guarantee trusts.

Civil Law

We are regularly engaged in the drafting and negotiation of civil contracts, including lease agreements, service contracts, purchase and sale agreements, construction contracts, and trusts.

We represent clients in litigation involving contractual liability, debt collection, claims for damages, and enforcement of penalty clauses. We also handle non-contractual liability matters, including personal injury and road accident claims.

Additionally, we provide advisory services in the area of medical liability, with thorough knowledge of the rights and obligations of patients, healthcare institutions, and medical professionals.

Labor Law Advisory

Labor law advisory constitutes one of the most significant practice areas within our firm. Our services in this field include:

• Negotiation and drafting of employment contracts.
• Representation at conciliation hearings, corporate restructurings, and service outsourcing arrangements.
• Representation of employers and employees in labor litigation proceedings.
• Collective labor relations: negotiations with trade unions, collective bargaining agreements, and labor disputes.
• Legal audits on labor law compliance and social security contributions, with a view to assessing adherence to applicable regulations and identifying potential contingent liabilities.

Family Law

We provide comprehensive legal services in all matters relating to succession and estate planning, with particular emphasis on family-owned businesses, aimed at preventing future disputes among heirs.

Our practice also encompasses divorce proceedings. The sustained demand from our clients in this area has led to a high degree of specialization in family dissolution matters.

We further advise on cohabitation unions (concubinatos): the statutory requirements for legal recognition, property regimes, and judicial declaration of cohabitation status.

Training & Education

Our partners have delivered training courses for attorneys, accountants, notaries, and business executives on topics spanning commercial, corporate, and labor law.

Courses offered include:

• Corporations: Practical Aspects of Corporate Operations.
• Selling a Business: How Company Sales Work.
• Directors’ Liability in Corporations.
• Contract Workshop: Key Considerations When Entering into Contracts.
• Trade Unions and Collective Bargaining: Practical Guidance for Managing Union Relations.
• Practical Labor Law Course: Documentation, Wage Entitlements, Disciplinary Measures, Working Hours, and Forms of Employment.
• Family Businesses: Legal Structures to Prevent Conflict and Ensure Business Continuity.
• Corporate Capital in Corporations.
• Simplified Stock Companies (SAS).
• Shareholder Agreements.

We offer annual practical training courses on corporate matters. To receive information about our upcoming programs, please contact us at [email protected].