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Commercial litigation lawyer in Brazil with a business mindset
Conflicts between shareholders and business partners affect cash, governance and reputation. The legal response must serve the company's goal.
Commercial litigation is the court or arbitral dispute between companies, shareholders or officers over contracts, equity interests, M&A transactions and management liability. Engage a commercial litigation lawyer in Brazil when there is a material breach, a shareholder conflict, suspected mismanagement or a risk of losing a strategic contract, before unilateral moves weaken your position.
A commercial litigation lawyer in Brazil must read the conflict through the eyes of those who run the business. Shareholder disputes, broken supply agreements, disagreements in M&A transactions and claims against officers affect cash, governance and relationships the company may or may not want to preserve.
Brazilian law offers different paths for each conflict. The Code of Civil Procedure (CPC, Law 13,105/2015) governs the action for partial dissolution of a company (arts. 599 to 609), the Corporations Law (Law 6,404/1976) addresses the liability of officers of corporations and the Arbitration Act (Law 9,307/1996) regulates arbitration, common in commercial contracts. Choosing the right forum and tool is part of the strategy.
We keep the business goal at the center. Sometimes the aim is to collect, sometimes to exit the company, sometimes to preserve the contract and renegotiate from a stronger position. The lawsuit is a tool for that goal, and settlement is part of the analysis from day one.
When to call a lawyer
Shareholder conflict
Disagreement over management, profit distribution, expulsion of a partner or exit from the company, with the risk of deadlock and damage to operations.
Breach of a material contract
A supplier, customer or partner fails to perform a core obligation, and the company must decide whether to collect, terminate or renegotiate.
Post-acquisition dispute
Disagreement over price adjustment, earn-out payments or breach of representations and warranties in the sale of a company.
Suspected mismanagement
Signs that officers acted against the company's interest, requiring investigation and a possible liability action.
What happens when you put it off
- Preclusion and loss of evidence: documents, e-mails and accounting records not preserved early may disappear or lose evidentiary value.
- Missed deadlines: contractual notice periods, statutes of limitations and the 15 business days to appeal keep running during negotiations.
- Asset freezes: the other party may seek urgent relief to freeze accounts, quotas or receivables while the company is still assessing its options.
- Adverse precedent: a poor interpretation of one of the company's standard clauses may be reused by other counterparties in future disputes.
How we work
Contract and goal review
Analysis of the contract, articles of association or shareholders' agreement and the history of the relationship, with a clear definition of what the company wants.
Choice of forum and tool
Review of arbitration clauses, forum selection clauses and contractual dispute resolution mechanisms before any measure.
Immediate protection
Notices, preservation of evidence and, when appropriate, urgent relief to protect assets, information or the continuity of the contract.
Conduct of the dispute
Court or arbitral proceedings with theory, documentary and expert evidence aligned with the business goal, including valuation of a departing partner's interest.
Structured negotiation
Ongoing assessment of settlement scenarios, with proposals based on calculated risk rather than momentary pressure.
What you receive
- Opinion on legal position, competent forum and risks of the dispute
- Plan to preserve documents and digital evidence
- Draft notices and urgent relief motions
- Scenario matrix comparing settlement and judgment
- Periodic reports for shareholders, the board or management
Why the firm
Advisory and litigation side by side
Those who litigate talk to those who draft contracts, which sharpens the reading of clauses and prevents the same problem in the next contract.
Focus on the business goal
Strategy starts from what the company wants to preserve or obtain, not just from what can be claimed.
Courts and arbitration
Handling in both settings, with a reasoned choice between them whenever the contract allows.
Illustrative scenario
Hypothetical scenario, for illustration only. Two groups of shareholders in a technology company disagree about bringing in an investor. One group blocks resolutions and the other threatens to leave and take part of the team. The shareholders' agreement provides for arbitration, but there is urgency to avoid losing clients. In this scenario, the work would start by preserving documents and analyzing the arbitration clause, since Brazilian law allows parties to seek urgent relief from the courts before the arbitral tribunal is constituted. In parallel, an exit negotiation with valuation of the departing interest would be structured. The outcome would depend on the parties' willingness and on the adjudicators' decision.
A hypothetical scenario, shown only to illustrate our method. Every case depends on its own facts.Frequently asked questions
When should a company hire a commercial litigation lawyer in Brazil?
As soon as there is a material breach, a shareholder conflict or signs of mismanagement. At that stage it is still possible to preserve evidence, send proper notices and choose the forum. Waiting for the other side to act usually narrows the company's options.
How does a partner exit a Brazilian limited liability company?
By agreement, by withdrawal in the cases provided by law or through an action for partial dissolution, governed by arts. 599 to 609 of the CPC. That action addresses the exit and the valuation of the partner's interest. The articles of association and the shareholders' agreement guide the criteria.
Does an arbitration clause prevent going to court in Brazil?
As a rule, yes, as to the merits, which will be decided by the arbitral tribunal under Law 9,307/1996. Before the arbitration is constituted, however, a party may seek urgent relief from the courts (art. 22-A). Afterwards, the arbitrators may maintain, modify or revoke that measure.
Are officers personally liable for losses caused to the company?
They may be, when they act with fault or intent, or in breach of the law or the bylaws. For corporations, Law 6,404/1976 provides for a liability action against officers (art. 159). For limited liability companies, the Civil Code (Law 10,406/2002) has its own rules on officers' liability.
Can the other party's assets be frozen before judgment?
Yes, through urgent relief, if there is a likelihood of the right and a risk of harm or of rendering the lawsuit useless (art. 300 CPC). The judge may require a bond to cover possible damage to the other party. The request needs solid evidence from the start.
Can foreign companies litigate in Brazil against Brazilian partners?
Yes. A foreign company may be plaintiff or defendant in Brazil, and foreign arbitral awards can be recognized by the STJ. A plaintiff residing abroad with no real estate in Brazil may have to post a bond for court costs and attorneys' fees (art. 83 CPC), subject to legal exceptions.
Related matters
Other matters in this area
Is a dispute affecting your cash or your company?
Send us the contract and a summary of the conflict. We will indicate the forum, the immediate measures and the next step.