BRAZIL Trends and Developments Contributed by: Rafael Lacerda, Eric Nahum, Rômulo Martins and Fernando Oliveira, Lacerda Diniz Advogados
ity and tech enablement, and governing via KPIs, not anecdotes; • preparing the asset – corporate and tax clean-ups, carve-outs and data-ready disclosure widen the buyer universe and reduce conditionality; and • aligning incentives – calibrating sweet equity, vest - ing and leaver mechanics to retain critical talent without compromising exit optionality. Outlook: the Next 12 to 18 Months The authors expect a selective yet active market driv - en by bilateral deals, corporate carve-outs and sector consolidations. Execution disciplines learned over the past cycle – earlier diligence, robust covenants and thoughtful sequencing – will persist. If macro anchors firm up and reform execution advances, risk premia may compress, improving debt availability and IPO optionality. The implications for sponsors are clear: bring opera - tional value-creation plans to the table, underwrite with downside-protected structures and design cred - ible exits early. For sellers, pre-market clean-ups, carve-out readiness and robust reporting will widen the buyer universe and reduce price chips. In short, Brazil rewards the best prepared.
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