Corporate e M&A

SÉRVULO has an experienced and highly qualified team in all aspects of M&A transaction negotiation, having participated in a considerable number of transactions, both domestic and cross-border, across multiple areas and industries.

The team regularly advises on the acquisition and disposal of companies and business assets under a variety of structures, including the sale and purchase of shares, the contribution and transfer of assets, the transfer of going concerns, the subscription and increase of share capital, mergers (both domestic and cross-border), etc.

These transactions are carried out in a wide range of scenarios, whether in competitive processes (auctions and other competitive sale processes) or in bilateral processes, acting for both the buy-side and the sell-side.

The team also advises on the structuring and negotiation of joint-venture transactions under different configurations, ranging from equity joint-ventures to cooperation arrangements of a contractual nature (contractual joint-ventures), ensuring the alignment of the interests of the various stakeholders.

A core component of the team's practice consists of the negotiation and drafting of shareholders' agreements and other instruments governing the relationships among shareholders and members, including governance arrangements, voting and information rights, share transfer provisions (lock-up, pre-emption rights, tag-along and drag-along), deadlock resolution mechanisms and exit regimes.

The practice further covers, among other matters:

• The selection of the transaction models and structures best suited to each deal, including the related legal optimisation;
• The preparatory steps of the transaction, such as letters of intent, memoranda of understanding (MoU), exclusivity agreements, confidentiality agreements (NDA) and binding offers;
• The conduct and management of due diligence processes in all their forms — buyer's due diligence, vendor's due diligence and red flag reports —, as well as the alignment of their results with risk allocation and contractual negotiation;
• The negotiation and drafting of sale and purchase agreements (SPA) and other transaction documentation, including the representations and warranties regime, indemnities and price adjustment mechanisms;
• The negotiation of Warranty & Indemnity Insurance, in conjunction with the negotiation of the sale and purchase agreements, as an instrument for allocating and mitigating risk between the parties.

 

Related Team

Pedro Silveira Borges Inês Gomes Ferreira Alexandra M. Martins

Our Corporate practice provides comprehensive advice to companies, shareholders and corporate bodies across the full spectrum of corporate law matters and throughout the entire corporate lifecycle.

The team has extensive experience in corporate reorganisations, including mergers, demergers and conversions; corporate governance; the preparation and conduct of shareholders’ meetings; the regulation of relationships between shareholders; and the incorporation, restructuring, dissolution and liquidation of companies.

We regularly advise on the organisation and functioning of corporate bodies, shareholders’ rights, directors’ duties and liability, conflicts of interest, related-party transactions, capital increases and reductions, amendments to articles of association and other complex corporate matters.

Combining strong technical expertise with a practical approach, we design and implement corporate and governance solutions tailored to each client’s ownership structure, organisational requirements and long-term objectives.

Related Team

Pedro Silveira Borges Inês Gomes Ferreira Alexandra M. Martins

Our Private Equity & Venture Capital practice advises investors, funds, portfolio companies, founders and management teams across the full investment lifecycle, combining strong transactional capabilities with an integrated, multidisciplinary approach.

In Private Equity, we provide comprehensive advice on the legal and regulatory aspects of investments, including acquisitions and disposals, debt acquisitions, distressed and insolvency-related transactions, financing and management incentive arrangements. Our multidisciplinary approach enables us to address the different legal, regulatory and financing considerations that arise throughout the investment cycle.

In Venture Capital, we advise investors, emerging companies and founders throughout successive stages of growth and investment, including equity and debt fundraising, investment structures and governance arrangements.

Across both areas, our focus is on understanding the commercial objectives and dynamics of each investment and providing practical, integrated and execution-oriented advice at every stage.

Related Team

Pedro Silveira Borges Inês Gomes Ferreira Alexandra M. Martins

Our practice combines deep transactional M&A experience with a strong understanding of restructuring, insolvency and regulated environments, allowing us to navigate transactions where execution certainty, timing and risk allocation are particularly critical. We are experienced in situations involving competing stakeholder interests, distressed capital structures, creditor-led processes and businesses whose value depends on preserving operations while a transaction is negotiated and implemented.

Our team has been involved in some of the most complex and high-profile distressed situations in the Portuguese market, including transactions concerning businesses of strategic importance and companies operating across multiple jurisdictions. This experience gives us a practical understanding of the particular dynamics of distressed M&A, where conventional transaction structures frequently need to be adapted to insolvency risk, financing constraints, regulatory requirements and accelerated timetables.

Our approach is fundamentally transaction-driven: identify the risks that can genuinely affect value or execution, develop structures capable of addressing them, and maintain momentum towards completion. In distressed situations, where legal complexity and commercial pressure are inevitably intertwined, we focus on delivering clear advice and executable solutions.

Related Team

Alexandra M. Martins Inês Gomes Ferreira Pedro Silveira Borges

SÉRVULO has an experienced team providing legal advice in Commercial Law, offering cross-cutting counsel to companies across all sectors of activity in the negotiation, drafting and review of commercial contracts, whether in the course of their day-to-day activity or in transactions of a strategic or complex nature.

The team advises on all types of commercial contracts, whether standard (typical) or bespoke (atypical), supporting the entire contractual lifecycle — from structuring and negotiation through to review, performance and the management of any breaches —, always with a view to a balanced allocation of risk and the protection of the client's interests.

The practice covers, in particular:

• Contracts for the sale and purchase and supply of goods and services;
• Services agreements;
• Distribution, agency, commercial concession and franchising agreements;
• Commercial agency (mandate) and commission agreements;
• Transport, logistics and warehousing agreements;
• Consortium agreements, participating associations (associação em participação) and other business cooperation arrangements;
• Framework agreements and general terms and conditions of contract.

The team also advises on the review and harmonisation of contract portfolios and on the preparation of standardised contract templates and precedents, enabling clients to achieve greater efficiency and consistency in their day-to-day contracting, as well as the identification and mitigation of the legal risks associated with each type of contract.

Benefiting from a multidisciplinary approach and close coordination with the other practice areas of SÉRVULO, the team ensures that the contractual component is always framed within its regulatory, tax, employment and data protection dimensions, among others that may prove relevant to each matter.

Related Team

Alexandra M. Martins Inês Gomes Ferreira Pedro Silveira Borges