Legal due diligence: know what you are buying before you sign
A legal audit of the company, the asset or the property before the deal, with each risk ranked and a clear view of how the contract should handle it.
In an acquisition, an investment or a significant partnership, price and terms depend on what sits behind the asset: debts, lawsuits, contracts, licenses, employees, real estate and regulatory obligations. Part of that liability shows up neither on the balance sheet nor in the commercial conversation. It shows up later, once the deal has closed.
Legal due diligence is the organized investigation of that information before signing. Its purpose is not to stall the deal: it lets you decide on the facts, negotiate price and protections on evidence, and carry into the contract the right safeguard for each risk found. For foreign buyers and investors, it also turns Brazilian registries and court records into a reading the board can act on.
When this service is the answer
Buying a company on the seller's word
Negotiations moved forward on figures supplied by the other side, with no independent check. Lawsuits, tax debts, labor liabilities and contracts with change-of-control clauses have not yet been reviewed.
An investment or partnership with little time to decide
The investor or partner wants to close quickly, the documents arrive incomplete and nobody can say which points need attention before funds are transferred or obligations are assumed.
A property whose history nobody checked
Encumbrances on the title, a seller facing enforcement proceedings, a building without an occupancy permit or a use that conflicts with zoning rules. Issues like these can undermine the purchase or the project planned for the site.
What you receive
Scope and priorities
Before requesting documents, we understand the transaction, the timetable and what matters most to your decision. The scope is proportionate to the deal: acquiring control requires more depth than a commercial partnership.
Request list and data room
We send a document request list organized by area and follow the virtual data room, recording what has been delivered, what is missing and the seller's answers to our questions.
Certificate and litigation searches
Searches of public certificates and of court and administrative proceedings involving the company, its shareholders and, where relevant, the sellers of the property, analyzing what each case represents rather than merely noting that it exists.
Area-by-area review
Corporate, material contracts, labor, tax, real estate, regulatory, licenses and data protection, with particular attention to the sector in which the target operates.
Report with ranked findings
You receive a report that opens with an executive summary, ranks each finding by severity and gives the matching recommendation: resolve before closing, reflect in the price, cover with a warranty or accept knowingly.
Findings turned into contract terms
Risks become clauses: representations and warranties, conditions precedent, holdback of part of the price, indemnities and adjustments to the deal structure.
Why work with us
A report written for decision-makers
The executive summary states what changes in the deal. The full analysis is in the document, but the board or the investor does not have to read all of it to decide.
Reviewed by lawyers who draft and litigate
Findings are assessed by lawyers who draft contracts and run disputes, which helps separate the risk that tends to end up in court from the one that stays on paper.
Experience in regulated sectors
In deals involving betting, healthcare, real estate or public contracts, the review covers the authorizations, licenses and sector-specific obligations that generic audits tend to miss.
Frequently asked questions
What is legal due diligence?
It is the legal audit carried out before a transaction to identify the risks and liabilities of the company, asset or property involved. Depending on scope, it covers corporate, contractual, labor, tax, real estate, regulatory and data protection matters. The result is a report that guides the decision, the price negotiation and the drafting of the contract.
When is due diligence worth doing?
Whenever the deal involves buying a company or an equity stake, a significant investment, a merger, a long-term partnership or the purchase of valuable real estate. The cost of the audit should be weighed against the value at stake and how hard it would be to unwind the deal later. For smaller transactions, a focused review of the highest-risk points is an option.
How long does legal due diligence take in Brazil?
It depends on the size of the target, the scope and how quickly documents are provided. The timetable is agreed at the outset, and the most common source of delay is the seller's delivery of information. When time is short, we prioritize the highest-risk areas and share findings as the work progresses.
Does due diligence guarantee there will be no problems after the deal?
No. It reduces uncertainty by revealing what can be verified in the documents and records available, but it cannot eliminate hidden risks or information the seller withholds. That is why findings must be reflected in the contract, through representations, warranties and indemnity mechanisms that protect the buyer or investor.
What is checked when buying real estate in Brazil?
The updated property registration record (matrícula) and any registered encumbrances, certificates relating to the property and the sellers, lawsuits that could reach the asset, the regularity of the construction and the use allowed under zoning rules. For development sites, environmental and urban planning licenses and restrictions are added. The conclusion states whether the purchase can proceed, with which precautions, or whether it is better not to go ahead.
See also
Decide with the risks on the table, not after closing
Describe the transaction, the stage of negotiations and the expected closing date. We propose an audit scope proportionate to the deal, what it covers and the format of the report.