CORPORATE
• Negotiating on behalf of a Portuguese company involved in rail rolling stock manufacturing and maintenance with one of the World's leading manufacturers, to set up a joint venture SPV for specialised maintenance to electric locomotives;
• Representing a US based corporation in renegotiating the terms of a joint venture company operating in the sector of customer and information management solutions. Miranda advised on potential options, contractual or otherwise, pursuant to which our client might acquire the interests of the third party in the joint venture entity, including likely cost, time required and to what extent the client could force through an acquisition;
• Negotiating on behalf of a Portuguese client the termination of a joint venture with an Italian company in the sector of security and surveillance devices. Miranda carried out all the negotiations including the sale agreement for a majority shareholding;
• Negotiating on behalf of a Portuguese client the termination of a medical equipment (endoscopes) distribution agreement with a major Japanese manufacturer, including advising on existing inventory, allocated staff, on-going tenders, warranty and maintenance covenants;
• Representing an Italian company in the luxury goods sector in negotiating the termination of a distribution and royalties agreement for the Portuguese market;
• Carrying out a legal due diligence analysis and negotiating the purchase of a company in the sector of tanks and containers manufacturing, on behalf of a major Portuguese group. Miranda carried out all the negotiations to solve complex insolvency and credit protection issues, to which the target was subject, until the final deal for purchase of all the shares;
• Carrying out a legal due diligence analysis and negotiating the purchase of a company in the sector of industrial and medical gases, on behalf of a major German group. Miranda prepared all the deal documentation, including drafting the share purchase agreement;
• Assisting various international clients on direct investment projects in Portugal. Miranda has involved a dedicated team to assist clients in all phases of their projects. Amongst a very extensive list of clients in this area, we can single out a Belgian real estate management company, an American software company specialising in Enterprise Content Management solutions, an Italian based maritime classification society (one of the founder members of IACS), a Spanish based travel agency, a Japanese based construction company, etc;
• Assisting and representing various international clients on all corporate secretarial matters, including on AGMs, filing accounts and other company documents, registration of directors and proxies, changing corporate head-offices, company names and sundry matters. Amongst a long list of clients in this area, we count a German IT service provider, an American software company specialising in solutions to design, engineer, build and operate infrastructures such as roadways, bridges, airports, skyscrapers, industrial and power plants and utility networks, a French sports equipment manufacturer and retailer, an American software company specialising in Enterprise Content Management solutions, a Dutch music publishing company, etc;
• Advising a local insurance company in dealing with the effects of transition into IFRS based accounting, including on dividend policy and on transition effects on accumulated results.
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