Within a complete M&A process, the negotiation of the purchase agreement (and its “package” of simultaneous agreements) is the point where financial logic becomes enforceable legal obligations. That is where martinsdelima brings differential value: it not only “accompanies,” but structures the closing so that the transaction is operational, financially sound, and executable without friction, aligning price, risks, corporate governance, and continuity commitments in the same gear.

In this case, the work focused on building a “seamless” closing, where the main contract incorporates a clear list of deliverables and secures the signatures that have to occur at the same time: the formalization of the agreement between partners, the holding of meetings and councils necessary to adapt statutes, and the signing of service/relationship contracts with the key team, in addition to guarantees and supporting documentation so that the transfer is clean and recordable. This is not an administrative detail: it is the mechanism that avoids delays, last-minute renegotiations, and execution risks.

At the financial level, martinsdelima pushed a “risk-to-clause” negotiation, ensuring that the contract did not remain in generic statements, but incorporated a robust regime of representations and warranties, with a clear framework of breach, damage, and indemnification. The key was to translate typical contingencies (fiscal, labor, contractual, etc.) into a contractual architecture that defines responsibility, procedure, and economic consequences, so that the client had visibility, control, and effective remedies in the event of deviations.

The methodology was very practical and closing-oriented:

(i) raising financial “issues” and their prioritization;

(ii) risk matrix linked to clauses (what each guarantee covers and what remedy it activates);

(iii) rounds of redlines with a focus on typical friction points (perimeter, liabilities, operational continuity, reporting, and cash); and

(iv) a “closing playbook” that coordinated the signing of the main agreement with the agreement between partners and the corporate acts so that what was signed was consistent with governance and statutes.

In parallel, the fit between daily management, budget, and reporting was worked on so that the buyer had control and the business continued to function smoothly.

A particularly powerful point was the negotiation of corporate governance and decision-making mechanisms: reserved matters and budget dynamics were established to avoid blockages and, at the same time, protect value creation. In other words: martinsdelima avoided the classic problem of “we sign and we’ll see” and replaced it with clear rules for operating, deciding, and reporting, which reduces post-closing risk and accelerates integration.

The result was an excellent resolution because the client sat down to sign with three things that are rarely achieved at the same time: security (risks identified and contractually covered), executability (deliverables and signatures synchronized to close without loose ends), and operational governance (statutes and partner agreement aligned so that the company functions from day one). That is the martinsdelima seal in M&A: converting complexity into an orderly, defensible closing with a real impact on value.