The road freight transportation sector is undergoing a period of consolidation. Logistics groups and investment funds have been acquiring regional trucking companies to expand their routes, customer bases, and fleets. According to Redirection International, an M&A advisory firm specializing in the middle market, Brazil’s logistics sector recorded approximately 40 transactions per year over the past two years[1]. Across the Brazilian market as a whole, KPMG reported 1,581 transactions in 2025, with the share of transactions involving private equity and venture capital funds increasing from 43% to 50%[2].
For trucking company owners, this means that interested buyers are available, but they are also demanding. Investment funds and industry consolidators typically conduct extensive due diligence, using identified risks as leverage during negotiations.
Most risks can be addressed, or at least identified and assessed, before a company is put up for sale. Below, we outline the issues that, in our experience, attract the greatest scrutiny in logistics-sector transactions and the steps sellers can take to address them.
i. Labor and Employment Practices
Labor liabilities are often the most significant contingencies affecting the acquisition price of a trucking company. The industry is subject to specific regulations governing drivers’ working hours and rest periods (Law No. 13,103/2015), which have undergone changes in recent years due to legislative amendments and developments in case law. It is common to find companies that have not adapted their practices accordingly. The engagement of independent drivers and contracted owner-operators also attracts buyers’ attention, as the nature of these arrangements may give rise to disputes over employment status.
Sellers are advised to review these practices with the assistance of specialists before entering negotiations, remedy any irregularities where possible, and estimate their existing labor liabilities. It is also important to note that structuring the transaction as an asset sale rather than a sale of shares or equity interests generally does not eliminate these risks for the party taking over the business, since successor liability under Brazilian labor law applies regardless of the legal structure of the acquisition. Consequently, buyers will factor these liabilities into the purchase price in much the same way.
ii. Owned and Leased Fleets
A trucking company’s fleet is its primary asset, but it can also represent a significant source of debt. Trucks financed through FINAME, direct consumer credit (CDC), leasing arrangements, and other financing structures may be included in the calculation of net debt, reducing the amount ultimately received by the seller. Many financing agreements require the lender’s consent in the event of a change of control or the sale of significant assets, under penalty of accelerated repayment. Identifying these agreements in advance and approaching lenders as early as possible helps prevent negotiations from being delayed while awaiting bank approvals.
Sellers should also regularize vehicles registered in the names of shareholders or other companies within the family business group, settle outstanding traffic fines and motor vehicle property taxes (IPVA), and resolve any court-imposed restrictions. Maintaining a detailed spreadsheet identifying each vehicle, its registration status, outstanding financing, and any liens or encumbrances demonstrates sound internal organization, builds buyer confidence, and expedites both financial and legal due diligence.
Where part of the fleet is leased, lease agreements often require the lessor’s consent to a change of control and impose substantial penalties for early termination. These leases, like bank financing arrangements, are frequently secured by personal guarantees provided by shareholders.
This issue deserves particular attention: if these guarantees are not released at closing, the former shareholders may remain liable for obligations of a company they no longer control. Sellers should therefore identify all personal guarantees they have provided and make their release or replacement a condition of the transaction.
iii. Registrations, Licenses, and Insurance
Trucking companies must maintain valid registration with Brazil’s National Land Transportation Agency (ANTT) through the National Registry of Road Freight Carriers (RNTRC). Companies transporting hazardous materials must also hold the required authorizations and ensure that personnel have completed the necessary training.
Garages and operating facilities with their own fuel storage tanks require environmental licensing and may present soil contamination risks. In companies operating multiple branches, each facility must hold its own licenses, and many family-owned businesses lack centralized oversight of these requirements. Gathering licenses from all locations, renewing expired permits, and initiating the regularization of missing authorizations can also help shorten the due diligence process.
Regarding insurance, Law No. 14,599/2023 amended Article 13 of Law No. 11,442/2007, making three types of insurance mandatory for all trucking companies:
- RCTR-C: Coverage for cargo damage resulting from accidents involving the transport vehicle.
- RC-DC: Coverage for robbery, theft, and other forms of cargo disappearance.
- RC-V: Coverage for damage caused to third parties by the transport vehicle.
Since March 10, 2026, ANTT has electronically monitored these insurance policies, which have become a requirement for maintaining RNTRC registration. A trucking company without valid insurance coverage may have its registration suspended until compliance is restored.
As discussed, risk directly affects price. When it does not result in a purchase price adjustment, sellers are often required to indemnify buyers for financial losses arising from events that occurred before closing.
iv. Accidents and Compensation Claims
Truck accidents can give rise to lawsuits filed by victims, insurance companies exercising subrogation rights, and owners of damaged cargo. Serious accidents involving fatalities may result in court orders requiring monthly pension payments to dependents, as well as compensation for non-material damages.
Buyers will request a list of ongoing lawsuits and accidents that have not yet resulted in legal proceedings, together with details of the insurance coverage applicable to each incident.
Sellers should maintain organized records of these events and verify that all claims have been reported to the relevant insurers within the required deadlines. An incident that was not properly reported may fall outside insurance coverage and will therefore be treated as a contingent liability.
v. Taxes
One issue specific to the sector is the presumed ICMS tax credit equivalent to 20% of the ICMS due, as provided under ICMS Agreement No. 106/1996. Electing this regime replaces all other tax credits and must apply to all of the company’s establishments. Trucking companies that apply the presumed credit while simultaneously claiming credits on diesel, vehicle parts, or other inputs, or that adopt different tax regimes across their branches, may be exposed to tax assessments, which typically result in indemnification obligations for resulting losses.
There is also an ongoing legal debate regarding the exclusion of presumed ICMS credits from the calculation bases of Corporate Income Tax (IRPJ) and the Social Contribution on Net Profit (CSLL). If the trucking company already excludes these amounts, the buyer will treat the matter as a contingent liability. If it does not, there may be recoverable tax credits, and the seller should negotiate provisions ensuring that any amounts relating to the period before the sale (commonly referred to as subsequently recovered assets) are transferred to the seller if recovered.
Brazil’s consumption tax reform (Constitutional Amendment No. 132/2023 and Complementary Law No. 214/2025) also plays a role in purchase price negotiations. ICMS tax incentives will be phased out by 2033, and some of the routes operated by trucking companies exist precisely because of these benefits. Furthermore, the new system makes IBS and CBS tax credits conditional upon tax payment by the supplier and introduces split payment, under which taxes are withheld at the time of payment.
Buyers may therefore question whether historical EBITDA, calculated under the current tax rules, accurately reflects the company’s future financial performance. Understanding the impact of tax reform on the business can help sellers negotiate the purchase price from a stronger position.
Sellers are also advised to assess in advance the most appropriate tax and corporate structures for implementing the sale. Timely and carefully designed planning may allow for tax savings through relatively limited restructuring measures, including reductions in capital gains taxes payable by shareholders.
vi. Customers and Contracts
Trucking companies frequently operate without formal agreements with major shippers or rely on short-term contracts that can be terminated without penalties. From a buyer’s perspective, a customer portfolio without contractual protection represents revenue without guarantees.
Formalizing agreements with key customers before the sale, including clearly defined terms and price adjustment mechanisms, increases the perceived value of the business. Sellers should also verify whether these agreements contain change-of-control provisions, whether freight rates comply with legally mandated minimum rates, and whether the company meets the safety, compliance, and ESG certifications increasingly required by major shippers.
When a small number of customers account for most of the company’s revenue, buyers will regard this concentration as a risk. Although it may not be possible to eliminate customer concentration in the short term, formal, longer-term agreements with these customers can help reduce the perceived risk.
vii. Previous Corporate Restructurings
Many companies, particularly family-owned businesses, have undergone corporate restructurings and intercompany asset transfers throughout their history, sometimes without the necessary level of formal documentation.
Depending on how these transactions were structured, they may give rise to successor liability or joint and several liability among the companies involved.
When reviewing a company’s history, buyers who find properly documented transactions will have reliable criteria for assessing the associated risks, including applicable statutes of limitations, statutory limitation periods for challenging transactions, and the timeframes during which such transactions may be legally contested.
viii. The Company and the Family
In family-owned trucking companies, garages and distribution centers are frequently owned personally by shareholders, either without formal lease agreements or under arrangements involving rents that differ from market rates.
Related-party transactions, personal expenses recorded as company expenses, and decision-making concentrated in the founders are also common.
Before the sale, it is advisable to establish lease agreements for these properties on market terms and to settle or formally document related-party transactions, including provisions governing late-payment charges and interest.
Founders should also prepare to remain involved during a transitional period, which may be necessary depending on the company’s level of dependence on their leadership and relationships.
Alignment among shareholders deserves equal attention. Heirs or family groups with conflicting interests may prevent or delay a sale through restrictions on the transfer of equity interests or shares established in the articles of association, bylaws, or shareholders’ agreements, as well as through legal proceedings or challenges concerning the company’s legal representation.
Resolving these disagreements before entering negotiations with potential buyers helps prevent unnecessary disputes and deterioration of relationships.
ix. CADE Approval
When the buyer is a large company or belongs to a major corporate group, the transaction may require prior approval from Brazil’s Administrative Council for Economic Defense (CADE).
Under Law No. 12,529/2011, such approval is required when one of the economic groups involved recorded at least BRL 750 million in revenue in Brazil during the preceding year and the other recorded at least BRL 75 million.
Until approval is granted, buyers and sellers are prohibited from integrating their operations or sharing competitively sensitive information, a practice known as gun jumping, which may result in fines and the invalidation of the transaction.
For sellers, this means maintaining the company’s operations independently during the approval process, carefully assessing any restrictions the buyer seeks to impose on the business to prevent gun jumping, and including contractual provisions addressing potential delays or denial of regulatory approval.
x. Vendor Due Diligence
The most comprehensive preparation strategy is to conduct a preliminary audit commissioned by the seller, known as vendor due diligence.
This process examines the same areas that prospective buyers will investigate, identifies issues that can be remedied, and assesses the potential exposure associated with those that cannot.
By conducting this review in advance, sellers gain a clear understanding of the company’s key risk areas before buyers identify them, allowing sellers to take greater control over how these issues are presented and addressed during negotiations.
xi. What Happens When Buyers Identify Red Flags?
When the issues outlined above remain unresolved and are identified during the buyer’s due diligence process or subsequent negotiations, buyers typically use them to negotiate more favorable transaction terms.
This generally occurs in four ways, often in combination.
The first is the purchase price. Buyers deduct the estimated cost of identified risks from the acquisition value, often applying conservative assumptions because they are pricing exposures whose full extent remains uncertain.
Fleet vehicles subject to liens or other encumbrances, expired licenses, and financing agreements containing acceleration clauses can directly reduce the transaction value through net debt adjustments or the estimated costs of bringing the business into compliance.
The second is the payment structure. When buyers have concerns about the sustainability of the company’s financial performance, for example, due to a high proportion of customers without formal contracts or with short-term agreements, they may defer part of the purchase price.
This may take the form of installment payments subject to adjustments or an earn-out, under which a portion of the purchase price is paid only if the company achieves specific performance targets after the sale.
As a result, sellers receive less at closing and become dependent on financial results they no longer control. Careful negotiation of the earn-out metrics, reporting requirements, and accountability mechanisms is therefore strongly recommended.
The third involves purchase price holdbacks. For identified contingencies that have not yet resulted in actual losses, such as ongoing litigation or irregular labor practices, buyers often require a portion of the purchase price to be withheld for several years.
In a trucking company with significant labor liabilities, for example, part of the purchase price may be withheld for an extended period and subsequently released to the seller, less any losses that materialize during that time.
The fourth concerns contractual protections. Buyers typically require representations and warranties regarding the company’s condition, specific indemnities for previously identified issues that are not subject to the monetary and time limitations applicable to other losses, and, in some cases, personal guarantees from the sellers themselves.
The more issues identified during due diligence, the broader these obligations tend to become, extending the period during which sellers remain exposed to liabilities after completing the transaction.
It is worth noting that, in as-is, where-is transactions, deferred payments, purchase price holdbacks, and contractual guarantees tend to be less relevant, as the parties seek to address identified risks directly through the purchase price.
However, the trade-off for avoiding ongoing exposure to transaction-related liabilities after closing is accepting a purchase price reduction proportionate to the information asymmetry between the parties and the risks already identified.
Finally, there is a less visible consequence. When sellers proactively disclose and quantify an issue, it can be negotiated as a known risk, allowing greater control over the amounts involved and the applicable timeframes.
By contrast, when buyers uncover an issue independently, they may question whether other undisclosed risks exist and respond by demanding broader contractual protections.
Preparing the company well in advance allows sellers to resolve issues that can be addressed and negotiate the remaining risks under more favorable conditions.
The M&A team at Marins Bertoldi advises business owners throughout the preparation and sale process, from corporate organization and transaction readiness to closing.
[1] REDIRECTION International highlights: logistics sector expected to grow by 4.8% annually and see an increase in mergers and acquisitions. Portal Logweb, April 7, 2026. Available at: https://logweb.com.br/fusoes-aquisicoes-logistica-crescimento-48-ao-ano/. Accessed: September 18, 2026.
[2] KPMG. 2025 Mergers and Acquisitions Survey: Fourth Quarter. São Paulo: KPMG, March 2026. Available at: https://kpmg.com/br/pt/insights/2026/03/pesquisa-fusoes-aquisicoes-2025-4-trimestre.html. Accessed: September 18, 2026.
