South America: Corporate/Commercial Law

When an Asian company seeks to expand into Mexico, the path is usually imagined as a linear and direct one: define a corporate structure, prepare the documents, and make sure that the lawyers in Mexico do their job. The problem is that, when the necessary documentation is not anticipated with precision, delays and obstacles to the expansion can arise. These do not usually stem from an underlying legal issue or from a decision of the authorities, but rather from the details of a simple document such as a power of attorney.

This newsletter examines five recent Brazilian court decisions addressing critical corporate law issues, including shareholder meeting irregularities, due diligence limitations in SPE acquisitions, and the enforceability of non-solicitation clauses. The analysis explores how courts balance contractual freedom with corporate governance principles in disputes involving share redemptions, risk allocation in M&A transactions, and the legal treatment of pre-operational capital contributions.

The Brazilian Office of the Comptroller General has released significant updates to its anti-corruption enforcement framework, including a revised Corporate Liability Manual with clearer penalty calculation parameters and a new Leniency Guide. Meanwhile, the U.S. designation of Brazilian criminal organizations PCC and CV as terrorist entities creates immediate compliance obligations for companies with international exposure, particularly those using U.S. financial systems or services.