STF will decide the constitutionality of an isolated fine of 50% applied to non-approved compensations.
STF will decide the constitutionality of the 50% fine in the case of an unapproved DCOMP. The ministers of the Supreme Federal Court (STF) resumed on June 1, 2022) the trial of Extraordinary Appeal (RE) No. 796,939 and Direct Action of Unconstitutionality (ADI) No. 4905, in which it will be decided whether the tax authorities can charge a fine from […]
M&A: Acquisition of Shares and Assets
By: Antonio Carlos C. Mazzucco and Fernanda Lazzarini There are basically two ways to acquire a company: By acquisition of shares or quotas, which refers to the acquisition of a legal entity with all its assets and liabilities through the transfer of ownership of the company's quotas or shares; and By acquisition of assets, […]
Mandatory Communication with the CVM on corporate demands by publicly traded and foreign companies
By: André Jerusalmy On May 13, 2022, the Superintendence of Corporate Relations (SEP) of the Brazilian Securities and Exchange Commission (CVM) released Circular Letter CVM/SEP 3/2022 (“Letter”), with guidelines on the indispensability of communicating to the CVM regarding corporate lawsuits in which the issuer, shareholders or administrators appear as parties and which contemplate the characteristics […]
DIFAL: ADIs 7066 and 7075 have preliminary injunctions denied
On May 18, Minister Alexandre de Moraes denied the preliminary injunctions requested by the Brazilian Association of Machinery and Equipment Manufacturers (ABIMAQ) and the National Union of Steel Products Distribution Companies (SINDISEDER) in Direct Actions of Unconstitutionality (ADI's) No. 7066 and 7075. The requests aimed to suspend the enforceability of the differential of […]
Court decision involving LGPD causes controversy
By: Leonardo Neri In May 2022, a ruling was handed down by the 39th Civil Court of São Paulo, regarding a lawsuit filed by a confidential NGO against Nubank, which caused controversy among experts in the matter. The aforementioned decision dismissed the public civil action without resolution of the merits. The ruling in question brought in its […]
Importance of Privacy and Data Protection in an M&A
By: Leonardo Neri A merger and acquisition (M&A) operation represents the business pinnacle of the capitalist system, as it portrays the success in creating value by two companies in the market, one that achieves success in implementing an idea and is acquired by another that has greater financial volume and, therefore, will be willing […]
CVM releases study on ESG and the capital markets
By: André Jerusalmy On May 26, 2022, the Brazilian Securities and Exchange Commission (CVM) published the study “The ESG agenda and the capital market – An analysis of ongoing initiatives, challenges and opportunities for future reflections by the CVM”. The study deals with the relationship between the environmental, regulatory, social and governance agenda […]
The different types of usufruct and their implications
By Vitor Ferrari and Ivan Kubala Some legal institutions are famous in popular culture, since they are widely used by the population, such as usufruct. This is characterized by the transfer of possession of a good to a third party, who acquires use and enjoyment of the transferred good, without the person who transferred it losing the right to […]
B3 Believes that SPACs are viable in Brazil
By: André Jerusalmy SPACs, also known as “blank check” IPOs, are already well-known in the American financial market (Nasdaq), as they are one of the most flexible ways of raising funds to carry out an IPO (initial public offering). This type of fundraising is not yet available in Brazil, but it already has […]
CVM changes crowdfunding rules
By: André Jerusalmy On April 27, 2022, the Brazilian Securities and Exchange Commission (“CVM”) released Resolution CVM 88, which substantially modifies the rules regarding public offerings of small companies. The new resolution seeks to facilitate and improve the current rules for “crowdfunding”, which is a method of raising funds through […]