By Paola Haiduscki and Maria Antônia Tonin Ramires

A company is not sustained solely on a formal level. Its continuity depends, on a daily basis, on the partners’ ability to deliberate in a coordinated manner and to preserve their relationship over time.

In corporate law, this element is traditionally associated with affectio societatis, understood as the bond that justifies the formation of the company. Although doctrine and case law have been relativizing its centrality, it remains a relevant concept to explain the origin – but not the stability – of corporate relationships.

Practical experience, however, is clear: as the relationship between partners becomes strained – whether due to strategic disagreements or subsequent changes in interests – the subjective element loses prominence. What sustains the company, in such cases, is the existence of clear operating rules.

It is in this space that corporate governance ceases to be ancillary and begins to occupy a central position.

In the construction sector, this dynamic is particularly sensitive.

It is common for structures aimed at the acquisition or development of assets – especially through SPEs or SCPs – to focus their efforts on negotiating the economic aspects of the project: area, cost, participation, capital contribution, and expected return.

However, one essential point is often underestimated: what happens when interests are no longer aligned.

While the asset performs well, the absence of clear rules goes unnoticed.

The problem arises precisely in scenarios of misalignment.

Situations are not uncommon in which:

one partner wishes to dispose of their interest, while another intends to maintain the investment;

there is disagreement regarding reinvestment or distribution of results;

deadlocks arise concerning the divestment strategy.

Without previously established mechanisms, what was once an investment tends to turn into decision-making gridlock.

In the real estate sector, this risk is amplified by characteristics inherent to the operation.

The first is the asset’s illiquidity.

A partner’s exit is not trivial: it involves negotiation, valuation definition, and, often, the availability of capital that is not immediately accessible.

The second is the long-term cycle.

Projects may extend over years – a period sufficient for relevant changes in the market, in risk appetite, and in the individual circumstances of the partners. Without adjustment mechanisms, individual changes become collective problems.

The third is the dependence on external approvals.

Licenses, registrations, and regulatory deadlines do not wait for the resolution of internal conflicts. Corporate deadlocks may compromise critical decisions and directly impact the feasibility of the development.

The pattern observed in practice is recurring:

the discussion of exit scenarios is avoided when the relationship is balanced – precisely when such discussion would be most efficient.

The result, not infrequently, is predictable: conflicts, paralysis of strategic decisions, and loss of asset value.

In this context, corporate governance must be understood as a structuring element of the operation – and not as an ancillary formality.

Well-designed structures contemplate, from the outset:

clear rules for partner exits;

mechanisms for resolving deadlocks;

objective valuation criteria;

precise definition of rights and obligations.

Ultimately, the success of a real estate operation does not depend solely on the quality of the asset, but on the partners’ ability to remain aligned throughout the entire investment cycle.

Proper structuring of corporate governance, therefore, not only mitigates risks – but also enables the continuity and economic efficiency of operations.

In this context, specialized legal advisors have been assuming an increasingly strategic role, acting not only in structuring formal arrangements but also in anticipating scenarios of tension and building mechanisms capable of preserving the company’s functionality over time.

Ultimately, it is about aligning interests before they become divergent – and ensuring that the legal structure keeps pace with the economic complexity of real estate projects.