As principais causas e estratégias de resolução das disputas decorrentes das operações de M&A no Brasil

Abstract

The acronym M&A is derived from the anglo-saxon expression Mergers and Acquisitions, which can be translated to Portuguese as Fusões e Aquisições, and it is widely used in the corporate world to describe the processes where companies seek to expand, consolidate, or restructure their operations through business combinations with other organizations. This study aims to analyze the scenario in which disputes typically arise from M&A transactions in Brazil, highlighting the main causes of litigation and their respective resolution methods, either through judicial or arbitral means. The causes of litigation in M&A transactions can be many, often due to specific factors inherent in these types of transactions. Notably, these include clashes between different legal traditions, information asymmetry, fraudulent negotiation, disagreements over transaction pricing, challenges to the closing of the operation, and even the obligation to make a public acquisition offer for shares. Arbitration is the main method for resolving disputes arising from M&A contracts, largely due to its advantages. However, the influence of the Judicial Branch cannot be overlooked, especially since it cooperates with arbitration procedures and, considering the experience of specialized commercial law courts, the judiciary branch can also offer some efficiency in handling commercial claims. Among the factors that can prevent litigation arising from M&A transactions, the precise drafting of an M&A contract is one of the most relevant factors to be considered. Also, the drafting of the dispute resolution clause has its importance for the efficient management of inevitable disputes. This study was grounded in a mixed methodological approach, encompassing both bibliographic and documentary research, allowing for not only a theoretical understanding but also a practical view of the subject. The research identifres common causes of disputes derived from Brazilian M&A transactions and concludes that arbitration remains as the most effective means for resolving such issues.