At Paramount Legal, our corporate, M&A, and private equity team in Lisbon provides comprehensive legal support throughout the entire search fund lifecycle - from initial fund formation through the exit. We understand the unique dynamics of the ETA model, where searchers require not only technical legal advice but also a strategic partner who appreciates the entrepreneurial journey. Our cross-border expertise enables us to advise on transactions involving Portuguese targets, international investor bases, and structures spanning multiple European jurisdictions.
Our Search Fund & ETA Legal Services include:
- Search Fund Formation & Structuring: Advising on the optimal legal structure for the search fund vehicle, including Portuguese entities and international structures, taking into account investor preferences, tax efficiency, and regulatory requirements.
- Private Placement Documentation: Drafting and negotiating the Private Placement Memorandum (PPM), subscription agreements, and investor side letters, ensuring alignment with established search fund norms whilst adapting to Portuguese and EU securities law requirements.
- Investor Relations & Governance: Advising on investor rights, including step-up rights, pro-rata investment rights, information rights, and governance provisions, and structuring appropriate approval thresholds and reserved matters.
- Target Identification & Due Diligence: Conducting comprehensive legal due diligence on Portuguese target companies, covering corporate records, material contracts, employment matters, real estate, intellectual property, regulatory compliance, and litigation exposure.
- Acquisition Structuring & Negotiation: Advising on deal structure (share deals vs asset deals), preparing and negotiating share purchase agreements, representations and warranties, indemnification provisions, earnout arrangements, and completion mechanics.
- Acquisition Financing: Coordinating with banks and other lenders on senior debt facilities, advising on security packages, and structuring seller financing and vendor loan arrangements.
- Shareholders’ Agreements: Drafting post-acquisition shareholders’ agreements governing the relationship between the searcher-CEO and investors, including governance arrangements, transfer restrictions, tag-along and drag-along rights, exit provisions, and deadlock resolution mechanisms.
- Regulatory & Competition Approvals: Advising on Portuguese merger control filings with the Autoridade da Concorrência, foreign investment screening, and sector-specific regulatory approvals (banking, insurance, media, and other regulated industries).
- Employment & Management Arrangements: Structuring the searcher’s contractual arrangement (employment/service agreement) and equity incentive arrangements, advising on Portuguese employment law compliance, and ensuring smooth transition of the existing workforce.
- Post-Acquisition Support & Exit: Providing ongoing corporate governance support, advising on follow-on acquisitions and buy-and-build strategies, and structuring exit transactions including trade sales, recapitalisations, and secondary buyouts.
Whether you are a first-time searcher launching your fund, an experienced ETA investor evaluating opportunities in Portugal, or a business owner considering a succession solution, our team offers the practical, commercially-focused advice you need to succeed.