Football Corporations: risks and opportunities in the capital market
The Brazilian Securities and Exchange Commission (CVM) plays a key role in regulating and supervising the capital markets in Brazil. One of the CVM’s key areas of activity is to ensure that companies seeking capital market funding comply with established rules and guidelines.
STJ postpones the judgment of Themes No. 986 and 1,125
The Superior Court of Justice has postponed the trials of Repetitive Topics No. 986 and 1,125, which were scheduled for the session on September 13th. There is still no new date for the trials. The topics are considered to be of great economic relevance to taxpayers.
Topic No. 986 discusses the inclusion of TUST and TUSD in the ICMS calculation basis.
In turn, Theme No. 1,125 will define the exclusion of ICMS-ST from the calculation basis of PIS and COFINS, owed by the replaced taxpayer – in the progressive tax substitution regime.
We highlight that there is a possibility of modulating the effects of decisions.
Therefore, it is recommended that taxpayers who have not yet filed lawsuits evaluate the effects and relevance of the issues.
Our team will monitor the new inclusion on the agenda for judging the topics, as well as any developments and events, and is available for any clarifications.
Federal Government publishes provisional measure and changes rules for treatment of investment subsidies
Amid subsequent changes on the matter led by the Ministry of Finance, we see the publication this Thursday (08/31) of Provisional Measure (MP) No. 1,185/2023, which substantially changes the rules regarding state tax incentives and their use by taxpayers, if approved by the legislature. The main novelty concerns the inclusion of investment subsidies, a type of […]
Government publishes provisional measure on taxation of exclusive funds
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On August 28, 2023, Provisional Measure (“MP”) No. 1,184/2023 was published, which regulates the taxation of investments in exclusive (or closed) investment funds located in Brazil.
The measure is part of the Ministry of Finance's intention to increase tax collection, already accompanied by other changes this year, with ambitious aims to collect approximately R$24 billion between 2023 and 2026.
The MP provides that taxation will occur periodically with rates from 15% to 22.5%, with income from investments in investment funds subject to withholding income tax (IRRF) on the following dates: (i) on the last business day of the months of May and November; or (ii) on the date of the
distribution of income, amortization, redemption or sale of shares, if this occurs first.
Our team will continue to closely monitor the development of the topic and is at your disposal.
willingness to provide any clarifications.
The Football Corporation and its impacts
Law No. 14,193/21 created the Football Corporation (SAF) and established its constitution, governance, control and transparency, as well as forms of financing and treatment of liability.
It should be noted that the new law amended and supplemented Law No. 9,615/98 (Pelé Law) and provisions of the Civil Code. In this context, interest in football is also found in other legal provisions, such as Law No. 13,155/15 (Profut) and Law No. 11,38/06 (Sports Incentive Law – LIE).
Regardless of the specifics, it is worth noting that being a member of SAF is extremely valuable. The new legal form is a good opportunity to create a secure, stable and robust corporate structure for conducting the club's football activities, bringing together the best of the national sport with best practices presented around the world.
In an article published on our website, we address the main points of the law and its innovations, in a clear and easy-to-understand manner.
Civil Insolvency and Over-indebtedness – Credit Recovery X Financial Restructuring of Individuals
Currently, in Brazilian legislation there are two institutes, one older and one more recent, whose effectiveness is apparent, but which are little used. We are talking about “Civil Insolvency” and the “Law of Over-indebtedness”. The similarity between them is that they apply to individuals, and the difference is that one (civil insolvency) is used in […]
STJ consolidates position on the thesis of interest on equity
On June 20, 2023, the 1st Panel of the Superior Court of Justice (“STJ”) ruled in favor of taxpayers when deciding that accumulated payments of interest on equity (“JCP”) can be deducted from the calculation basis of Corporate Income Tax and CSLL retroactively, that is, even […]
STJ rejects PIS and COFINS on discounts, bonuses and rebates received by retailers
The 1st Panel of the STJ recently concluded the trial of REsp No. 1,836,082/SE, in which it dismissed the
incidence of PIS and COFINS on bonuses, rebates and commercial discounts obtained in
acquisition of goods by a retail company, the decision is quite relevant for the retail sector.
Thus, discounts granted by the supplier to the retailer, even when conditioned on consideration linked to the purchase and sale transaction, are not subject to the incidence of PIS and COFINS contributions borne by the purchaser. This is because the cost-reducing portion does not constitute revenue for the purchaser. Therefore, in these situations, there is no need to talk about revenue or any other
financial income, which justifies taxation.
This victory for the taxpayer could represent the beginning of a turning point in jurisprudence, considering
that the decision ruled out the collection, by the National Treasury, of amounts resulting from the reduction in cost
of acquisition of products, due to commercial adjustments made with suppliers, which were
included by the Tax Authorities in the calculation basis for the PIS and COFINS contributions.
Our team is available to provide any clarification on this topic.
Difference between bankruptcy and judicial recovery
With the publication of Law 11.101/05, there was a true revolution in Brazilian bankruptcy law: the concordat was replaced by judicial recovery, which introduced a series of new features.
STJ consolidates position on the thesis of interest on equity
Recently, the 1st Panel of the STJ (in AgInt in RE No. 1,971,537/SP) issued a favorable understanding to the
taxpayers by deciding that accumulated payments of interest on equity (“JCP”) may
be deducted from the IRPJ and CSLL calculation basis retroactively.
We would like to remind you that the merits of the discussion concern the possibility of deducting from the IRPJ and CSLL tax base the JCP calculated based on net equity from previous years. And the debate focuses precisely on the existence or not of a time limit for the application of the benefit, which, from the perspective of the National Treasury, was not settled in the case law.
The position adopted by the judging panel is seen as a victory for taxpayers, while the
STJ solidifies its understanding on the topic, which brings legal certainty.
Now, the PGFN must wait for the publication of the ruling to analyze the possibility of appealing and
try to take the discussion to the STF.
Our team is available to provide clarification on this topic.