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  • 1.

    What types of transactions are classified as ‘corporate reorganisations’ in your jurisdiction?

  • 2.

    Has the number of corporate reorganisations in your jurisdiction increased or decreased this year compared with previous years? If so, why?

  • 3.

    Are there any jurisdiction-specific drivers for undertaking a corporate reorganisation?

  • 4.

    How are corporate reorganisations typically structured in your jurisdiction?

  • 5.

    What are the key laws and regulations to consider when undertaking a corporate reorganisation?

  • 6.

    What are the key national authorities to be conscious of when undertaking a corporate reorganisation?

  • 7.

    What measures should be taken to best prepare for a corporate reorganisation?

  • 8.

    What are the main issues relating to employees and employment contracts to consider in a corporate reorganisation?

  • 9.

    What are the main issues relating to pensions and other benefits to consider in a corporate reorganisation?

  • 10.

    Is financial assistance prohibited or restricted in your jurisdiction?

  • 11.

    What are the most commonly overlooked issues or frequently asked questions in a corporate reorganisation?

  • 12.

    How will the corporate reorganisation be treated from an accounting perspective? How are target assets and businesses valued?

  • 13.

    What tax issues need to be considered? What are the tax implications of carrying out a corporate reorganisation?

  • 14.

    What external consents and approvals will be required for the corporate reorganisation?

  • 15.

    What internal corporate consents and approvals will be required for the corporate reorganisation?

  • 16.

    How are shared assets and services used by the target company or business typically treated?

  • 17.

    Are there any restrictions on transferring assets to related companies?

  • 18.

    Can assets be transferred for less than their market value?

  • 19.

    Can a corporate reorganisation be backdated or deemed to have already taken place, for example from the start of the financial year?

  • 20.

    What documentation is required in a corporate reorganisation?

  • 21.

    Should representations, warranties or indemnities be given by the parties in a corporate reorganisation?

  • 22.

    Does it make any difference whether assets or a business as a going concern are transferred?

  • 23.

    Explain any differences between public, private, government or non-profit entities to consider when undertaking a corporate reorganisation.

  • 24.

    Do any filings or other post-reorganisation steps need to be taken after the corporate reorganisation takes place?

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Incorporated in 1948, Demarest became one of the most reputable law firms in Brazil. With over 250 lawyers and total staff of 680 people, clients from all over the world are assisted in domestic and cr

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