Indemnification clauses play a central role in allocating post-closing risks in Brazilian M&A transactions. While mechanisms such as caps, baskets, survival periods, escrows and exclusive-remedy provisions are familiar to international practitioners, their effectiveness in Brazil depends on how precisely the share purchase agreement (SPA) allocates risk and how that framework interacts with the Brazilian Civil Code and mandatory legal rules.
Our Corporate and M&A specialists João Carlos Mendonça, Pedro Henrique de Oliveira Fontes and Cindy Massesine Pimentel Canova examine the evolution of indemnification provisions in Brazilian transactions and the boundaries of contractual risk allocation in an article published by Legalink, an international network of independent law firms recognised by Chambers, of which Felsberg is the Brazilian member. Read the full article.
