Venture Capital and Start-ups

One of the best teams in Latin American known for being coherent and comprehensive.Chambers Latin America

Ulhôa Canto has a strong and active Venture Capital practice, having participated in some of the first transactions of this nature in Brazil. The firm provides legal assistance to founders, companies, private equity and venture capital funds in structuring and investing in start-ups, including negotiation of term-sheets, negotiation and consummation of investment rounds and divestment routes (M&A or IPO). Our goal is to provide services with the dynamism and precision required by the venture capital market, always counting with the direct participation of our Partners throughout all stages of the transaction.

Our work includes the conduction of legal due diligence in Brazilian companies and the drafting and negotiation of typical agreements of venture capital structures. Due to our multidisciplinary legal team and extensive experience in cross border transactions, the firm has a prominent role in financing rounds and M&A transactions made overseas. We also actively support the development of the ecosystem by sponsoring several initiatives that aim at fostering the creation and expansion of new ventures (among others, the Wharton Angels of Brazil and  Oasis Lab).

Within​​ the venture capital practice, we advise, among others, on:

  • Negotiation and drafting of term sheets;
  • Negotiation and drafting of typical agreements of venture capital structures (for example, convertible loans, share/quota purchase agreements, MAA, VA, IRA, RoFR, Non-Compete, Indemnification Agreements);
  • Legal due diligence;
  • Structuring of long-term incentive plans, such as SOP or RSU programs;
  • Structuring, drafting and negotiation of liquidity routes/ exit strategies; and
  • Structuring of and participation in funding round.