Raphaela is a lawyer of the M&A and corporate departments in Rio de Janeiro.
Raphaela´s practice focuses on corporate law, M&A transactions, capital markets and corporate transactions in general.
Brazilian Bar Association (OAB).
Instituto Brasileiro de Mercados e Capitais – IBMEC, Rio de Janeiro (LLM – Corporate Law, 2015).
Instituto Brasileiro de Mercados e Capitais – IBMEC, Rio de Janeiro (Law degree, 2011).
Portuguese, English and Spanish.
• Support in the execution of commercial contracts in general.
• Advising on the negotiation of domestic and international contracts that encompass the most varied types of agreements.
• Conducting and structuring complex contracts in the infrastructure areas.
• Support in specialized legal advice for contracts in specific markets, such as technology, health, etc.
• Advising on the analysis of commercial structures to identify potential risks and analyze alternative scenarios.
• Analysis of risks of early termination, situations of economic and financial imbalance, limitation of liability and indemnification.
• Incorporation of companies, consortia, joint ventures, partnerships and associations.
• Preparation of corporate documents of limited liability companies (LLCs), corporations, etc.
• Negotiation of investment contracts, association and shareholder agreements.
• Coordination of routine corporate activities and other issues involving LLCs and corporations.
• Risk analysis of corporate transactions and draft of memorandums of corporate matters.
• Conduction of corporate disputes.
MERGERS AND ACQUISITIONS
• Merger, acquisition, takeovers and sale of companies or assets.
• Assistance to transfer of control and minority shareholdings.
• Conduction of cash-in and cash-out transactions, private equity, leveraged buyout, management buyout, etc.
• Counsel on the development of legal due diligences in organizing data rooms for such operations.
• Integrated and coordinated work with the tax law department, which optimizes resources.
• Execution of complex commercial agreement for investments in companies in general.
• Coordination of legal due diligence for assessment towards an acquisition of real estate property.
• Preparation and negotiation of real estate purchase agreement and the respective deed.
• Analysis of structures to enable real estate projects together with other firm practices, such as corporate and tax teams.
• Preparation and negotiation of lease agreements.
• Preparation and negotiation of usufruct agreements.
• Real estate solutions for the implementation of infrastructure projects.
* Assistance in mergers, acquisitions and joint ventures of internet and telecom companies.
* Regulatory advice on fixed and mobile telephony, Multimedia Communication Service (SCM), satellite, VoIP services, among other aspects relevant to the telecom sector.
* Assistance in proceedings concerning transfer of ownership, obtainment of prior consent from or notice to the National Telecommunications Agency (Anatel).
* Representation of clients in administrative proceedings before Anatel and judicial disputes regarding regulatory matters.
* Drafting and reviewing industry agreements.
* Assistance in public bids for spectrum and satellite slots.