Business law, no legalese
Practical business law analysis and guides for founders, executives, and growing companies in Brazil.
Law 12,846/2013 (the "Lei Anticorrupção," Brazil's Anti-Corruption Law) holds companies strictly liable for corrupt acts committed by third parties on their behalf — even if the company had no knowledge and gave no instructions. The third-party due diligence process is what turns that liability into a manageable risk.
Read article**A technology company with 80 employees and rapid growth lost a federal contract worth R$4 million because it had no documented compliance program.** The public buyer required proof of an active whistleblowing channel and a signed code of conduct. The company had neither. The contract went to a smaller competitor
Read articleThe arbitration clause is the contractual decision that determines whether a future dispute will be resolved in ordinary courts or by arbitrators chosen by the parties themselves — and this choice has a direct impact on the timeline, cost, and confidentiality of the process.
Read articleLitigating without a strategy burns cash, leadership time, and energy the company needs to grow. The decision to sue — or to defend — should be treated as a business decision, not an automatic reaction to a conflict.
Read articleSix clauses account for most B2B disputes — and all of them are negotiable before signing.
Read articleThe work cooperative ("cooperativa de trabalho") is a legitimate vehicle for independent professionals to organize collectively — but when exclusivity, subordination, and habitual routine show up, the Labor Court (TRT) recognizes an employment relationship with the service recipient, regardle
Read articleCooperatives are not ordinary companies — they operate under their own legal regime, with obligations and protections that standard business corporations don't have, and mistakes made at formation or in governance undermine the model from the outset.
Read articleThe COF (Circular de Oferta de Franquia, or "Franchise Disclosure Circular") is the document that, by law, sets out what the franchisor must disclose before selling a franchise — and what's missing from it can cost the future franchisee dearly.
Read articleFranchising out a proven business and buying into an established franchise are opposite paths on the same road — and both demand solid legal structuring before any signature.
Read articleWhen a security incident involves personal data, the first 72 hours determine both the extent of the damage and the company's legal standing before the ANPD (National Data Protection Authority).
Read articleEvery startup that collects personal data — and practically all of them do — needs a minimum privacy program in place before opening the product to its first user.
Read articleSelling, buying, or merging a company involves at least five distinct legal layers — and each layer can leave liabilities that surface years after closing.
Read articleIn most mid-market M&A transactions in Brazil, the price stated in the LOI (Letter of Intent) is not the amount the founder actually receives in the bank — because enterprise value and equity value are different concepts, and net debt and working capital adjustments are calculated at closing, not
Read articleAccessing the capital markets in Brazil means choosing among at least five distinct regulatory instruments — and picking the wrong one is costly in time, money, and dilution.
Read articleConvertible debentures are debt instruments that convert into equity stakes, and an SME structured as a closely held *S.A.* ("sociedade anônima," the Brazilian equivalent of a corporation) can issue them to raise capital from multiple investors with fewer governance constraints than a bilateral convertible loan.
Read articleReducing tax burden within the law is legal architecture — and early review of your tax regime reduces unplanned tax exposure.
Read articleFounders lose quotas, dividends, and decision-making power not because of bad faith from a co-founder, but because the shareholders' agreement didn't reflect what the cap table already showed.
Read articleUndisclosed labor liability is one of the main risks that stall or lower the value of investment rounds and M&A deals for Brazilian startups.
Read articleHiring someone as a "PJ" (Pessoa Jurídica — an individual who invoices services through their own company, similar to an independent contractor) is legal under certain conditions — but when the reality of the relationship conceals the elements of an employment relationship, the contract doesn't protect the company: it documents the risk.
Read articleBefore rolling out an ESOP, founders need to decide which instrument to use — because the choice between a stock option, phantom equity, and an RSU changes how the employee is taxed, how the company accounts for it, and the risk of it being reclassified as salary.
Read articleVesting is not a standalone legal concept under Brazilian law — but it can be implemented and enforced through a shareholders' agreement ("acordo de sócios"), with practical effects equivalent to those in any jurisdiction that has a specific legal regime for it.
Read articleRecurring contracts in startups: how to standardize NDAs, SaaS agreements, and service agreements before liabilities surface
Read articleThe "mútuo conversível" (convertible note) is a loan (Brazilian Civil Code, arts. 586 et seq.) that the investor may convert into equity. Until conversion, it is debt — and debt matures.
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