Crafting Win-Win M&A Agreements in Latin America

Dilys Chan

Our lead M&A lawyer in the region shares the unique and emotional nuances of making a deal in Brazil and beyond

This article has been adapted from an internal piece contributed by Hanna Ha, Corporate Knowledge Lead at Volaris Group, and Alice Smallwood, Human Resources Director at ClickDimensions.

Daniella Tavares, Volaris Group’s General Counsel for Latin America, has spent three decades navigating M&A in Brazil, a market she says runs on soft skills as much as hard ones. When Volaris acquires software companies in Brazil and the surrounding LatAm region, she’s one of the friendly faces that business owners are likely to meet.

In this Q&A, the M&A lawyer talks about understanding people in a region where deals carry emotional weight, the tax and regulatory complexity that shapes how acquisitions get structured in her part of the world, and the path that took her from private practice in New York to in-house counsel at Volaris Group.

She shares the moment that convinced her of the merits of how Volaris does business — and why the company’s “win-win” approach to M&A is what seals the deal for many business owners.

You’ve been working in M&A in Brazil for 30 years. For people who’ve never worked in that market, what should they understand about it?

Brazil — and really all of Latin America — is pretty unique compared to the U.S. and Canada. Beyond the hard skills, which are a given, I think soft skills matter even more. You have to read the room. You have to consider sellers’ emotional aspects. We’re more emotional in Latin America, which you can even see in the way the country cheers for the World Cup.

That same emotional quality shows up in deals and in the way we do business. That’s why it’s so important to have people on the ground who understand both Volaris’ culture and the local culture. That combination is what allows us to do a good job.

How does the regulatory environment shape what’s possible in a deal?

It’s tricky. Brazil has a very difficult tax and regulatory environment that is genuinely challenging. Moreover, Brazil is a country of continental proportions and remarkable cultural diversity. Across its 27 states, each region carries its own history, identity, and way of doing business. Some are more guarded and take longer to build trust, while others are naturally warm and open. Others can be notably formal.

In practice, there isn’t one Brazil. It’s more like there are at least 27 versions of Brazil within a single country. In other respects, doing business here is similar to doing business anywhere else in the world, but because of the complexity, we have to be cautious about how we conduct our acquisitions.

We have a great M&A team that’s been working on deals globally and in the Latin America region for years, and we have been working together for so long that at times we can communicate without saying a word. Our secret sauce is really the combination of the M&A team, the business, and legal being aligned and working closely together. It’s not only technical, not only business, not only commercial or operational — it’s all of it combined. If I don’t have that relationship with the business and M&A teams, I can’t translate their thinking into the documents or properly identify and minimize risk in line with the Volaris playbook.

Taking a 360-degree view of the business is what makes it possible for us to negotiate winning outcomes for business owners who sell to us, and it empowers us to build better deal terms and plans for our acquisitions.

What made you decide to move from M&A in private practice to going in-house at Volaris Group and Constellation Software?

It came as a surprise to everyone. I wasn’t trained to be in-house counsel, and I was doing well in private practice with a strong client base from my time in New York.

But the first time I worked with Volaris, I was impressed by the culture and the caliber of the people. What really resonated with me were the company’s values. I remember that when I was serving as external counsel at the time for Volaris Group’s first deal in Brazil, in the education sector, there was a question around some ambiguous wording in the agreement that suggested the seller of the business hadn’t technically met a post-acquisition target. When I raised it with the General Counsel at Volaris Group, he responded immediately that taking advantage of the situation at the seller’s expense isn’t how we do things, and doing right by people came first. That moment stayed with me.

In private practice, you’re trained to think in terms of win-lose, and you want your client to win everything. Volaris Group’s approach to M&A is totally different: we need to settle on a legal agreement where both parties win, because the seller is going to become our colleague, and they’re going to go out and tell the market it was a great experience to sell to Volaris. We’re not private equity buyers who typically have a shorter time horizon. We look to keep the businesses we buy forever. As a result, we are not looking to fire everyone in the businesses we acquire and consolidate. We genuinely take care of a company’s people, brand, and history.

What else is different about M&A at Volaris Group versus other environments where you’ve worked?

It’s hard, as a lawyer, to draft a document that protects your side without squeezing the other party, but that fairness is central to who we are and reflects the beauty of the Volaris way of doing acquisitions.

Once I joined, I understood why we are trained constantly, and not just on legal topics. Within Volaris, we train broadly on topics including financial literacy, AI, business, marketing, human resources, and more. Taking a 360-degree view of the business is what makes it possible for us to negotiate winning outcomes for business owners who sell to us, and it empowers us to build better deal terms and plans for our acquisitions.

A deal that balances technique, emotion, and fairness is a rare exercise in creativity. It asks for everything: deep expertise and refined soft skills. That challenge is precisely what captivates me at Volaris Group and Constellation Software.

About the Author

Dilys Chan
Dilys is the Editorial Director at Volaris Group. She has a background in business journalism, with past experience covering publicly-traded companies, M&A, C-suite executives, and business trends as a TV news producer.
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