Corporate - M&A

Commercial Contracting

We provide integral advice in the structuring of complex commercial operations and we intervene in the elaboration and negotiation of a great variety of commercial contracts, national and international, linked to different areas of the economic activity: administration, investment and/or guarantee trusts, distribution contracts, business collaboration, joint venture, sale of merchandise, etc. 

We assist in the preparation and negotiation of contracts and businesses: sales, leases, construction, professional services, banking contracts, guarantee contracts, transactions, etc. In the area of construction, we provide advice at all stages of civil construction and industrial assembly works, both to principals, contractors and subcontractors, preparing and negotiating the various contracts required (civil works, engineering services, supply, execution, assembly, supervision of work, etc.) to carry out the work (including guarantee and insurance contracts), and providing advice during execution and completion.

We make recommendations on the risks of litigation implicit in business decisions. We provide legal assistance and advice on the prevention and adequate resolution of conflicts generated by contractual and non-contractual liability claims.

We provide comprehensive advice to civil associations and foundations on all legal aspects of their daily operations.

We participate in procedures aimed at resolving or preventing disputes regarding the interpretation, validity, resolution, and execution of civil and commercial contracts.

We have extensive experience in civil leasing matters, and we intervene in procedures aimed at resolving conflicts regarding the ownership, possession, transfer and administration of real estate.

We represent our clients in the execution of personal guarantees (bonds) and real guarantees (pledge and mortgage) and in the execution of national and foreign judgments and arbitration awards. 

We represent our clients in the extrajudicial management of credit collections and in the execution of securities.

We provide assistance in the field of competition law and consumer relations.

Mergers and Acquisitions (M&A)

We offer complete and continuous assistance to our clients acting as acquirers, sellers or intermediaries, within the cases of mergers and acquisitions (M&A) processes, share purchase agreements, disposition of business premises, assets purchase agreements, etc.

Our advice covers the various stages of those transactions such as: determination of legal structure of companies, legal and tax planning, audits or due diligence processes, negotiation and drafting of sales and purchase agreements and shareholder agreements.

Company Law

We advise our clients on the design of the structure that best suits their business needs, for which we assist them in the incorporation, restructuring and/or purchase of corporations, public limited companies, limited liability companies, simplified joint stock companies (a recently created instrument called to play a leading role in the development of Uruguayan business ventures), foundations, agricultural companies and associations and other corporate structures, as well as in the settlement of trusts, consortiums and cooperatives.

In corporate matters, our services include: amendment of bylaws and internal companies regulations; processes of increase and reduction of share and paid-up capital -having outstanding experience in handling complex files before the National Internal Audit Office (AIN) with successful results-; processes of shares purchase (due diligence, memorandum of understanding, closings, etc.), sale of quotas of an LLC, as well as support to the corporate functions of the board of directors; and the management and administration of corporate books.

We elaborate and negotiate shareholders’ agreements taking advantage of the legitimacy that our Commercial Companies Law grants to the parties and third parties. We intervene in the resolution of highly complex corporate disputes (among shareholders, affiliates, and directors) and in the reorganization of companies (mergers, divisions, transformations, partial terminations, universal assignments of business units, etc.).

We specialize in family businesses. We offer tailor-made advice to family-owned companies, proposing innovative solutions for the management of these types of companies, planning their succession, remuneration policies for directors and managers linked to the family, dividend policies, negotiation and drafting of agreements for disputes resolution that cause the blocking of companies, taking into account the interests of the companies and the interest of each of the subjects involved.

Corporate Governance

We assist companies, shareholders and directors in the adoption by companies of the good corporate governance practices included in the current central bank regulations, as well as in Codes and other Soft Law instruments in this area, with the aim of promoting transparency in the management and administration of the company, to foster market confidence in the companies.

We advise on the design of mechanisms and protocols for operating actions that promote adequate and effective relations between company directors and managers with shareholders and other stakeholders linked to the companies.

Bankruptcy proceedings

In the pre-bankruptcy stage, we assist our clients in analyzing the alternatives available, as well as assessing the liability risks of the parties involved. In addition, we advise debtor companies on the preparation and negotiation of agreements with creditors and, where appropriate, on the liquidation stage of the bankrupt company.

We offer comprehensive advice both at judicial and extra-judicial level in cases of insolvency and corporate restructuring processes, assisting our clients in the implementation of efficient solutions to face such situations. We represent companies in crisis in the process of applying for bankruptcy and throughout the following judicial process, advising and participating in the negotiation with the different actors involved in order to sign bankruptcy agreements that allow the survival of economically viable companies and the orderly and efficient liquidation of those that are not.

We advise creditors of bankrupt companies, representing them in the process of credit verification, as well as in the subsequent development of the process, seeking the greatest recovery of assets, both in the negotiation of agreements with the debtor companies, as well as in the processes of business liquidation and qualification of the bankrupt companies.

Civil

We provide assistance in the formulation and negotiation of different civil related agreements and businesses: purchases agreements, leases, construction, professional services, banking guarantee agreements, transactions, etc. In the area of construction, we advise principals just as much as contractors and/or subcontractors in every stage of the works of civil construction and industrial installations, formulating and negotiating the different necessary contracts (civil works, engineering services, supply, implementation, installation, and monitoring of works, etc.) to carry it out (including guarantee and insurance contracts), and counselling during its implementation and termination.

We make recommendations about the risks of litigations within business decisions. We provide legal assistance and advice in the prevention and appropriate solution to conflicts arising from claims.

We provide legal assistance and advice in claims (contractual and tort liability, and aspects related to consumer protection), and comprehensive advice to civil organizations and foundations.

Our practitioners have extensive experience in the field of leasing’s, and in proceedings aimed at the settlement of disputes concerning real estate ownership, possession, conveyance, and management.

We have vast experience in the field of leasing’s, and we take actions in procedures that aim to elucidate disputes concerning ownership, tenure, transfer, and administration of real property.

Our professionals participate in the execution and enforcement of: security interest (pledges and mortgages), personal guarantees (bonds), foreign judgments and arbitral awards.

Intellectual Property and New Technologies

We provide assistance and advice our clients for registration, protection and licensing of trademarks, patents, and trade secrets. Our professionals also offer comprehensive service on intellectual property protection legislation.

Moreover, we also advice our clients on the enforcement of regulation concerning Computer Law and new information technologies (personal data protection, databases, etc.).

Insurance

We provide legal advice to both insurance companies and insured parties in matters related to the regulatory framework applicable to insurance and reinsurance policies.

We also represent our clients in legal proceedings arising from claims that determine the contractual or non-contractual liability of the various parties involved in the insured businesses or activities.