Structuring investments: The Proportion of Voting Rights and Capital Contributions

When structuring a new investment in Brazil, we frequently face the challenge on how to conciliate economical aspects of such investment and the intended governance structure. It is very usual that, in a brand-new investment structure, the parties have agreed that some will make larger contributions but will be minority shareholders when it comes to voting rights. A common example are private equity investors frequently might make the largest contributions but want an experienced controlling shareholder handling day-to-day business.