At martinsdelima, we assist our clients in Mergers and Acquisitions (M&A) processes with an eminently practical vision: to convert complex decisions into an orderly, traceable, and defensible process, where the economic logic of the operation is clear from the outset. We have worked on corporate transactions in sectors such as advertising, digital marketing, fashion, and technology, supporting sales processes with the preparation of sales documentation, construction of business plans and projections, valuation, and economic structuring of the transaction.

 

Investor search
We design and execute investor and buyer search processes with a strategic and financial focus. We prepare the economic positioning of the asset, define the “equity story,” structure scenarios, and coordinate and prepare the necessary documentation to present the opportunity clearly. In our practice, this includes the preparation of sales books and investment memoranda, as well as the construction of business plans and financial projections that support the transaction.

Letter of Intent
We support the negotiation and economic drafting of the letter of intent (LOI), ensuring that critical elements are well-defined before entering the intensive review phase: operation structure, preliminary valuation, schedule, conditions, exclusivity, and main assumptions. In parallel, we translate into clear economic terms aspects that are often sensitive in the negotiation, such as continuity of the management team, financing, valuation bases, stages, and closing conditions.

 

Due Diligence
We accompany the due diligence process from the financial and economic logic point of view, helping to organize information, identify relevant contingencies, and anticipate the points that impact price, structure, and protections. In real operations, due diligence usually covers multiple dimensions (commercial, financial, tax, technical, legal, regulatory, operational, etc.), and our role is to turn that review into decisions: what matters, what it’s worth, and how it’s reflected in the terms.

 

Support in purchase agreements
We work alongside legal teams to incorporate the economic content of the transaction into the purchase agreement (Sales & Purchase Agreement, SPA): price, adjustments, deferred payments, guarantees, and limits of liability, with a clear vision of how each clause impacts value and risk. In our experience, we also support the structuring of payments (fixed and variable prices), options, and mechanisms common in transactions, so that the economic coherence of the agreement is solid and understandable.

 

Partner-Executive Agreements
In operations where the management team is key, we help structure the economic elements that align incentives and ensure stability: conditions of permanence, incentive mechanisms, and their translation into the economic architecture of the agreement, consistent with the operation. The LOI practice itself contemplates these elements when they are decisive for the buyer or the seller.

Post M&A
After closing, we support the economic execution phase of what was agreed: reading results against the business plan, reviewing metrics and adjustment criteria, and support in common discrepancies in closing accounts and variable components of the price. In parallel, we help the operation “sustain itself” with economic consistency, especially when there are variable payments, earn-outs, or other mechanisms that depend on the actual evolution of the business.