Continuity of the interlocutor
Whoever accepts the mandate is the one who answers for it before the board, from diagnosis to closing.
III · Business model
How he works
How each mandate is organised and run — from the capacity in which he acts to the way he is paid.
How we work
How the mandate is run
Six traits that define how the mandate is run. None of them is a preference: each solves a concrete problem for whoever hires.
Two ways of engaging
Today: a standing seat on boards and committees, and a small number of one-off transactions, conducted independently. Until 2024, part of the transactions were executed with partner investment houses, which provided the team; since 2025, that route is no longer used.
Team sized to the problem
A team assembled for each situation, with the specialists the problem requires and no permanent structure to keep occupied. A fixed structure has to be fed with mandates; that is what makes it a poor adviser on whether a mandate should exist at all.
Access to a platform
Long-standing relationships with investment houses, banks, creditors, funds and institutional investors, in Brazil and Portugal.
Aligned interests
No financial products are placed: remuneration is tied to the outcome of the mandate, not to the sale of an instrument.
Club-deal capability
Where the transaction requires it, organisation of the investor consortium that houses and finances it.
Team
Who works on the mandate
The team is put together for each situation. What changes with the mandate is its composition; what does not change is who answers for it.
The non-financial specialisms
Lawyers, auditors and sector specialists are, as a rule, those who already work with the client. They know the company, its history and its people — and there is no learning period to pay for. Others are brought in only at the client's express request, where confidentiality or a specific expertise justifies it.
Financial support
Until 2024, support teams from the partner investment houses, chosen case by case. Since 2025, a dedicated support team of three, which serves only the one-off transaction mandates. The professionals in those teams are not named.
The size
In a mid-sized restructuring, two people working on the mandate full time — the number beyond which coordination starts to take more time than the work itself. A board seat is individual work and mobilises no team at all.
What does not change
Whoever accepts the mandate answers for it before the board, from diagnosis to closing. The team varies; the interlocutor does not.
The process
Phase by phase
Six phases, with direct senior involvement in all of them. The vocabulary changes with the mandate; the sequence does not — and it is getting it wrong that makes processes fail.
Diagnosis
Understanding the business, the shareholder structure and the constraints that condition the decision. Under financial stress, establishing the liquidity runway and an independent business review — with the financial component always tested against the operational one, which is where the diagnosis usually fails.
Alternatives
Design and comparison of the possible routes — disposal, capital raising, restructuring or corporate reorganisation — by feasibility, effect on control and time to execute.
Preparation
Valuation, prior tidying of the asset and construction of the file: information memorandum, phased data room and process rules.
Engagement
Phased approach to counterparties under non-disclosure, with a map of the parties, their real interests and the constraints each of them faces.
Negotiation
From the non-binding indication of interest to the firm offer: confirmatory diligence, price adjustment, representations and warranties, and conditions precedent.
Closing and post-closing
Verification of conditions precedent between signing and closing, including regulatory approvals, and oversight through to effective transfer.
The file, by type of mandate. Disposal: information memorandum and process letter · Restructuring: independent business review and thirteen-week cash-flow map · Fairness opinion: valuation report and board support file.
Forms of engagement
The capacity is declared at the outset
Five distinct capacities, and the capacity in which a mandate is accepted determines everything else: who answers, to whom, and with what means. The first is today the core of the activity; the second belongs to the track record. What separates them is not difficulty — it is permanence.
Standing advisory to the board
A continuous seat on boards of directors and investment committees. It is the most demanding form of engagement, and today it accounts for the core of the activity, against the one-off transaction that characterised the first two decades.
Boards of directors · investment committees · family offices
Transaction advisory in partnership
Until 2024. The mandates that needed more hands than an individual practice has: the partner house provided the execution team — and, when the transaction called for it, the placement platform too. Coordination never left MCR.
Investment houses in Brazil · 2003 – 2024
Independent advisory
The other part of the track record — and, since 2025, the only route of execution: mandates that call for less team than judgement, run in full, with no partner house, no stake in the capital and no executive role.
Financial restructuring · turnaround · distress investment · creditor advisory
Fairness opinion
Independent opinion on the financial fairness of a transaction, addressed to shareholders and boards of directors.
Fairness opinions · valuation · support to the board's decision
Club deal and consortium
Organisation of investor vehicles to house and finance transactions, above all in turnaround situations.
Investor consortia · distress-investment vehicles · co-investment
Which side of the table
The client defines the problem
The same situation is worth different things depending on who the client is. The capacity is declared at the outset — and two sides are never represented.
Company and controlling shareholder
Preserve the business and control, realigning liabilities to what the operation generates. Time is the scarcest resource.
Debtor · restructuring, capital raising, disposal
Creditor and debt holder
Maximise recoverable value and minimise loss, in court or out of it, alone or within a class.
Creditor · plan assessment, negotiation, security
Family and shareholder base
Separate ownership, management and succession without destroying the estate or the relationship between branches.
Shareholder · succession, demerger, governance
Investor and acquirer
Establish what is being bought, at what price and with what risk — and structure the entry accordingly.
Investor · acquisition, club deal, special situations
Only one side is represented in any given process. Whoever advises the board does not advise on the transaction: he supports the choice of who runs it and follows the board's decision, and may join or lead the negotiating team. The conflicts check precedes acceptance and, in turnaround, no investment is made in the client's capital.
Fees
Fees and alignment
Agreed in writing before work begins and chosen according to the nature of the mandate. The way one is paid shapes the advice one gives.
Retainer fee
Standing advisory to boards of directors and investment committees. A fixed periodic fee, reviewed annually.
Continuous seat
Retainer and success fee
The most common structure in M&A and restructuring: a monthly retainer during the mandate, credited against the success fee at closing.
Transaction mandate
Success fee
Tied to completion of the transaction and tiered by value bands, so as to reward an outcome above expectations.
Disposals and capital raisings
Fixed fee
Fairness opinions and valuations, where independence requires that the fee not depend on the outcome.
Fairness opinions
Scope, capacity, team, timetable and fees set out in an engagement letter before any work begins. Expenses reimbursed at cost, with a prior budget and authorisation above an agreed threshold. No financial products are placed and no third-party remuneration is attached to the mandate. There is no minimum mandate size: coordinating a restructuring may last five years on a modest monthly fee and add up to more than a one-off transaction. What sets the fee is scope and time, not the size of the asset. Specific figures go in the proposal for each mandate.
Termination
If the mandate does not produce the result
Not every transaction closes. What happens in that case is set out before work begins, not at the moment it becomes necessary.
The retainer is not refunded
It pays for work actually done — diagnosis, valuation, preparation and conduct — which exists whether or not the transaction completes. What remains unpaid, in a mandate that does not close, is the success fee.
Either party may terminate
The initiative to end the mandate belongs to either party, not only to the client. It is the counterpart of the rule of declining mandates whose conclusion is no longer defensible: if that condition changes during the work, leaving is the consequence.
The work stays with the client
Everything produced up to termination — valuations, models, memoranda, party maps and negotiation records — remains the client's, without reservation. No work is held back as security for payment.
A mandate that does not close costs the client the retainer and the adviser the success fee. The split is deliberate: it ensures neither party has an interest in prolonging a process that no longer has an outcome.
Independence
Verifiable independence
Independence is asserted with verifiable facts, not adjectives. The five that underpin every mandate, all verifiable in the engagement letter.
No product placement
There are no proprietary financial instruments to place, and no third-party remuneration attached to the mandate. The recommendation carries no hidden opportunity cost.
No stake in the client's capital
In restructuring and turnaround transactions no investment is made in the capital of the company advised, which separates the advice from a proprietary interest.
Capacity declared at the outset
Each mandate is accepted in an explicit capacity — advisor to the board, transaction mandate or external consultant — and that capacity is stated in the engagement letter.
Prior conflicts check
The conflicts review precedes acceptance and is repeated whenever a new counterparty enters the process.
Fee independent of the outcome, where required
In fairness opinions and valuations the fee is fixed, so that the opinion does not depend on the transaction completing.
Every one of these points is verifiable in the engagement letter and can be confirmed with references, on authorisation.
Multi-party negotiation
How a deadlock is unblocked
With more than two parties, the problem stops being to find the solution and becomes to find the rule that makes it acceptable.
Separate positions from interests
What each party says it wants is rarely what it needs. The first task is to establish the real constraint on each — fiscal, succession-related, reputational or cash — because that is where the room to move lies.
Set the rule before the content
Before numbers are discussed, how decisions are made is agreed: who takes part, what information circulates, in what order decisions are taken and what happens if there is no agreement. Without this, every concession reads as weakness.
Sequence the decisions
The deadlock is divided into smaller decisions, ordered to begin with the one that costs least to whoever resists most. Agreement is built by accumulation, not in a single moment at the table.
Build a defensible outcome
Each party has to be able to justify the agreement to whoever it answers to — a board, a family, a credit committee. It is built in bilateral meetings, one by one, before any common table: that is where expectations adjust and the result comes to be felt as fair. An agreement nobody can defend internally does not survive signature.
It is also the matter of the research under way — the design of rules in the negotiation of corporate disputes.
Confidentiality
Who knows what, and when
In a transaction, how information circulates is not an administrative detail — it is a variable of the negotiation.
Phased disclosure
Information opens in layers: an anonymous teaser, an information memorandum under a non-disclosure agreement, a phased data room and, only at the end, the sensitive commercial data.
Agreement before any data
No counterparty receives identifiable information before signing. In a competitive process, access to the data room is logged and revocable.
The perimeter of who knows
Within the client, who sits inside the perimeter is defined at the outset. Under distress, widening the perimeter too early costs more than any valuation error.
What never circulates
Counterparties, amounts and terms of earlier mandates are not identified.
After closing
The duty of confidentiality does not end with the mandate. References are given only with the client's express authorisation, and case by case.
A record of what was said
In processes with several parties, what is communicated to each is recorded — so that the same information reaches everyone in the same form.
This is why this site identifies no clients, counterparties or transactions, and why references are made available case by case, subject to authorisation.
Relationships
Who he works with
Continuing relationships — boards, investment committees and business families — and six types of counterparty brought in on each transaction. The names are not published: they are set out in the CV and the presentation, sent on request.
A board seat is the most demanding capacity: one answers for decisions one does not execute, and one answers continuously, not transaction by transaction.
Counterparties mobilised by mandate
Six types of counterparty. Each judges the same transaction by a different criterion — and it is that, more than the timetable, that sets the order of the negotiation.
Investment banking and capital markets
Partner houses, brokers and ECM and DCM teams in Portugal and Brazil.
What it requires: a window and execution. Timing and price are negotiated, and the information has to be ready before the window opens.
Creditors, banks and debt holders
Commercial banks, credit funds and bondholders, in rescheduling and restructuring.
What it requires: predictable cash. A creditor does not buy a thesis; it buys a timetable it can verify.
Managers, funds and institutional investors
Private equity, structured credit, real estate funds and institutional investors.
What it requires: a return defensible before a committee. One speaks to whoever decides, but the argument has to survive those who were not in the room.
Business families and family offices
Family groups in Brazil and Portugal, with relationships of more than a decade.
What it requires: time. The decision is rarely one person's and almost never taken at the meeting where it is presented.
Strategic and industrial counterparties
Industrial buyers and sellers, joint-venture partners and co-investors.
What it requires: operational fit. Price is the last variable; first one understands what they will do with the asset the next day.
Private banking and wealth structuring
Private banks and fiduciaries in Switzerland and Liechtenstein, in family wealth structuring.
What it requires: continuity. The interlocutor changes over the years; the structure has to survive that change.
Counterparties are not identified by name, out of confidentiality; references are available on request.
The network
How the network was formed
It was not built by prospecting. It formed through staying power — which is why almost every new mandate comes from someone already worked with.
Where mandates come from
Almost none begins with a cold approach. They come from counterparties in earlier transactions, from the lawyers and auditors who sat on the other side of the table, and from the boards where a seat is already held. That is why there is no sales structure: there would be nothing for it to do.
Why the counterparty comes back
In a restructuring, creditor and debtor spend months testing each other. Whoever leaves that process with their word intact becomes known to both sides. Many of the most lasting relationships began at a table where one sat on the opposite side — and that, not affability, is the proof that counts.
The network is twofold
Part of the transactions were run with partner houses and part independently. Two distinct networks result: that of the houses, which brings scale and distribution, and that of direct clients, which brings the relationship. Neither replaces the other.
What the network is not
It is not a contact list nor a sales argument. There are no reciprocity arrangements, referral fees or obligation to pass work back to whoever passed it on. A referral that created that obligation would compromise the independence that justifies it.
The practical consequence is a single one: the network has to be preserved from mandate to mandate, because it is what brings the next one. That is why declining indefensible work costs less than accepting it.
Next steps
How a mandate begins
From the first conversation to the engagement letter. The framing conversations carry no cost — the mandate begins when the letter is signed.
Contact
A preliminary conversation, without commitment and at no cost, to frame the situation and confirm the absence of conflicts.
Confidentiality
A mutual non-disclosure agreement, signed before any sensitive information is shared.
Framing
One or more conversations, still at no cost, to delimit the scope, the resources required and what falls outside.
Proposal
Engagement letter setting out scope, capacity, team, timetable, deliverables and fees.
Start of work
Work begins with the diagnosis and the execution plan already agreed.
Simultaneous mandates
Three at most, preferably two. The limit applies to transaction mandates — M&A or restructuring; board advisory is recurring and does not count towards it. Board seats have a limit of their own: five at most at any one time, the number that allows arriving prepared for every meeting.
Any advisory relationship depends on a written contract and on completion of acceptance procedures, including a conflicts check.
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