BRAZIL Law and Practice Contributed by: Rodrigo Casarotti, Alexandre David, Ricardo Melaré and Gabriela Claro, /asbz
/asbz advogados Avenida Doutor Cardoso de Melo, no. 1855, Torre B, 10º andar, Vila Olímpia, Postal Code 04.548-903,
City of São Paulo, State of São Paulo, Brazil Tel: (+55) 11 3145-6000 Email: rodrigocasarotti@asbz.com.br Web: asbz.com.br
1. Market Trends 1.1 Technology M&A Market
alongside software companies in healthcare, educa- tion, marketing and sales, and cybersecurity, sup- ported by the push for digitalisation and operational efficiency in large and mid-sized companies. Buyers show a preference for recurring revenue, for scalable platforms – often with embedded AI or advanced ana- lytics – and for businesses with stronger governance, transparent financials and mature operations. In parallel, the Brazilian Securities and Exchange Commission ( Comissão de Valores Mobiliários – CVM) has advanced capital markets flexibilisation for smaller issuers, including the newly approved “FÁCIL” regime, which is expected over time to broaden fund- ing and exit alternatives for tech and VC-backed com- panies beyond traditional large-cap IPOs. 2. Establishing a New Company, Early-Stage Financing and Venture Capital Financing of a New Technology Company 2.1 Establishing a New Company In Brazil, new technology start-ups are typically incor- porated locally, most often as limited liability compa- nies ( sociedades limitadas – “Limitadas”). This struc- ture is broadly comparable in practice to a US LLC and is preferred at early stages because it is simple to operate, involves fewer formalities and works well alongside shareholders’ agreements. It also accom- modates convertible debt and SAFE-style instru- ments.
Over the past 12 months, Brazil’s technology M&A market has moved from early recovery to a materially more active environment. Following a sharp slowdown in 2023, tech deal volume rose from 145 transactions in 2023 to 191 in 2024 (Questum Deals Report). Activ- ity so far in 2025 has continued this upward trend, with a stronger pipeline and the return of serial cor- porate buyers. Current activity is led by strategic and corporate acquirers, particularly in enterprise software, ERP, fintech and other SaaS and tech-enabled services, often with an AI component. Valuations have normal- ised from the 2021–22 peak, but buyer confidence, process volume and willingness to transact are all higher than 12 months ago. The Brazilian technology M&A market is therefore best characterised as in a solid recovery, rather than the downcycle that marked 2023. This broadly mirrors global technology M&A, although Brazil remains smaller in absolute terms and shaped by local macroeconomic and sector-specific factors. 1.2 Key Trends Brazilian technology M&A has been driven by con- solidation in B2B and mission-critical solutions, with emphasis on ERP/IT platforms, financial services technology (including payments, credit and Open Finance players) and data-intensive SaaS models. Fintechs have been among the most active targets,
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