Legal due diligence

Before buying a company, investing, or becoming a partner, you want to know what you are acquiring from a legal standpoint: how the company is structured, what contracts bind it, and what contingencies may arise.

What legal due diligence reviews

The analysis covers the company's corporate life: bylaws and amendments, corporate books, minutes of shareholder and board meetings, capital and ownership of shares or quotas, and their registration with the Public Registry. It also covers key contracts — suppliers, customers, distribution, financing, leases — and their change-of-control clauses.

It also covers labor and social security matters, intellectual property and trademarks, permits and licenses, regulatory compliance, and ongoing or latent litigation and claims. The goal is to map obligations, restrictions and contingencies that could affect the value or feasibility of the transaction.

From findings to contractual protection

Findings do not simply stay in a report: they feed into the negotiation. An identified contingency can be addressed through a price adjustment, a condition precedent to closing, a specific representation and warranty, or a dedicated indemnity.

The report distinguishes what prevents the deal from moving forward (deal breakers) from what can be managed through contractual safeguards. That practical reading is what turns due diligence into a decision-making tool, rather than a mere list of risks.

Common mistakes

• Relying on informal information without documentary support
• Reviewing only the corporate structure and overlooking change-of-control contracts
• Ignoring labor contingencies or claims not yet formalized
• Failing to cross-check legal findings with the accounting and tax team
• Delivering a report without recommendations for the agreement

Frequently asked questions