Area 02
Contracts and Cross-Border Transactions
A contract is the instrument that decides, before any dispute arises, who bears each risk. In cross-border transactions it also decides which legal system will resolve the dispute, a choice that changes the outcome entirely.
- 🇧🇷 Brasil
- 🇵🇹 Portugal
Overview
Need an assessment on this subject? The initial consultation establishes the right framework before any step is taken.
Book a consultationContracts drafted without regard to their international dimension produce unintended effects: unenforceable jurisdiction clauses, governing law provisions that work against the client, and price adjustment mechanisms incompatible with the currency of the transaction.
We draft and review the instruments that underpin commercial activity, including supply, distribution, services, licensing, partnership and investment agreements, with attention to warranties, liability caps and the dispute resolution mechanism.
We also act during negotiation, in the review of drafts put forward by the counterparty, and in the analysis of contracts already in force, where renegotiation, judicial review or termination need to be assessed.
What we do
Services in this area
Each scope may be engaged on its own or combined with others, according to what the matter requires.
Commercial contracts
Supply, distribution, agency, services, licensing and commercial partnership agreements.
Cross-border contracts
Governing law, competent jurisdiction, arbitration clauses, currency, security and allocation of exchange rate risk.
Negotiation and review of drafts
Analysis of instruments proposed by the counterparty, mapping critical clauses and offering alternative wording.
Investment agreements
Subscription instruments, convertible loans, investment agreements and the related corporate documents.
Terms of use and digital policies
Terms, privacy policies and data processing agreements aligned with the Brazilian LGPD and the European GDPR.
Breach and termination
Formal notices, renegotiation, termination agreements and judicial or arbitral measures in the event of default.
Frequently asked
Questions we are asked often
The answers below are for information only and do not replace individual analysis of your matter.
Which law governs a contract between a Brazilian and a Portuguese company?
As a rule, the parties may choose the governing law and the competent forum. Absent that choice, connecting rules apply that do not always favour the client, which is why the clause deserves careful drafting.Is an arbitration clause worth including?
It depends on the size of the transaction and the profile of the counterparty. Arbitration offers technical expertise and easier international enforcement, but has its own cost structure. The decision should weigh the value and complexity of the contract.Are electronically signed contracts valid in both countries?
Yes. Both Brazilian and Portuguese law recognise electronic signatures, with requirements that vary by signature type and by the act being performed. Certain corporate and real estate acts still require a specific form.
Contracts and Cross-Border Transactions
Need guidance on contracts and cross-border transactions?
The initial consultation assesses the legal viability of your objective and sets out the available paths, with stages and timelines defined. Online, by video call or in person in São Paulo.
Monday to Friday, 9am to 6pm (Brasília time). We reply within one business day.