The departure of a partner/shareholder, whether voluntary or not, is a critical and vulnerable moment for any company. Proactive management of this situation can transform the risk into a controlled process, protecting business continuity and preventing litigation that could impact the business.
Although a dispute may seem inevitable, there are objective ways to handle the situation, allowing the exit to occur in a safe and structured manner. The key lies in the strategic and coordinated use of corporate instruments to establish clear rules before any conflict arises.
1. Articles of Association/Bylaws: The Articles of Association or Bylaws should serve as the first line of defense in Brazil, establishing clear clauses for determining assets. It is essential to objectively establish the calculation criteria (asset value, valuation, etc.) and the payment method (cash, installments), preventing these sensitive points from being defined during a dispute. This protects the company’s cash flow and provides predictability for the parties.
2. Shareholders’ Agreement: The Shareholders’ Agreement is the ideal tool for detailing the business’s protection rules, considering that the Brazilian legal system sees the Shareholders’ Agreement as a totally valid document to be executed. This instrument should include robust non-compete and non-solicitation clauses, technology or brand protection, as well as confidentiality obligations and specific valuation rules, such as the application of multiples or discounts.
Preventive corporate governance in Brazil is the most effective way to ensure a safe transition. Structuring these documents with objective, non-abusive rules eliminates the subjectivity of delicate moments, ensuring that a partner’s departure is an administrative event, not a crisis that threatens the company’s sustainability.
