Cram Down
By: Vitor Ferrari and Ivan Kubala Created by American law and included in Chapter 11 of the USC, the Cram Down is an institution that grants the judge responsible for the judicial reorganization process the power to approve the judicial reorganization plan prepared by the debtor, even if some creditors oppose the proposed guidelines. Therefore, […]
Bad faith and due diligence
By: Antonio Mazzucco and Luiz Gustavo Doles When making any type of acquisition, the buyer must take precautions to avoid future disputes about the validity of the transaction. To this end, it is necessary to conduct a process of analyzing the documentation related to the object being purchased and the seller, […]
Judicial Recovery of Lojas Americanas and its Stakeholders
By: Vitor Ferrari and Ivan Kubala After a thorough accounting analysis of Lojas Americanas' economic indicators, the team of the company's then-new CEO, Sérgio Rial, discovered a fiscal deficit of approximately R$1.4 billion, a figure far greater than the company's total net worth, which is around R$1.4 billion. According to the […]
STF resumed the trial on the discussion of res judicata in tax matters
On February 2, 2023, the Supreme Federal Court (“STF”) resumed the trial of two extraordinary appeals with general repercussion, RE 955227 (Theme 885) and RE 949297 (Theme 881), which discuss the limits of res judicata in tax matters. The STF formed a majority in the sense that the effects of […]
Means of negotiation in Judicial Recovery – Haircut
By: Vitor Ferrari and Ivan Kubala Upon having its judicial reorganization granted by the competent court, the Company Under Reorganization must submit its Judicial Reorganization Plan to the creditors authorized in the proceedings. This document will contain the means and tactics to be used by the debtor to ensure payment of debts during the proceedings, which may […]
Difal: trial will be restarted at the STF and resumed in the physical plenary on April 12
On January 24, the trial of ADIs 7066, 7070 and 7078 was included in the trial agenda of the physical plenary session of the Federal Supreme Court (STF) for April 12, 2023. We remind you that the actions discuss the start of the collection of the ICMS tax rate differential (DIFAL), which is charged […]
Brief summary of the “indirect termination” institute
By: Rafael Mello and Ellen Souza Indirect termination is a form of termination of the employment contract initiated by the employee and occurs when the employer commits serious breaches in relation to its legal and contractual obligations, that is, the employee is subjected to situations that make the continuation of the employment relationship unsustainable. […]
Injunction obtained by CIESP prevents an increase in PIS and COFINS rates on financial income.
On January 18, 2023, the judge of the 11th Federal Civil Court of the Judicial Sub-Section of São Paulo granted the preliminary injunction requested by the Center of Industries of the State of São Paulo (CIESP) so that associated companies can collect PIS and COFINS contributions on financial income with reduced rates of […]
Ordinance establishes Tax Litigation Reduction Program
On January 12, 2023, Joint Ordinance No. 1/2023 was published, drafted by the Attorney General's Office of the National Treasury and the Federal Revenue of Brazil, establishing the Tax Litigation Reduction Program, establishing favorable conditions for the renegotiation of tax debts under discussion within the scope of the Federal Revenue Judgment Offices (“DRJ”) and […]
STF ruling on ILO Convention 158 and unjustified dismissal
By: Rafael Mello and Israel Cruz The Brazilian Supreme Court (STF) is set to resume a trial that could prohibit the unjustified dismissal of employees. What would be the consequences of the conclusion of this trial? The possibility that the STF will resume the trial regarding the effects of Brazil’s ratification of […]