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
No último dia 18 de maio, o Ministro Alexandre de Moraes indeferiu as liminares pleiteadas pela Associação Brasileira da Indústria de Máquinas e Equipamentos (ABIMAQ) e pelo Sindicato Nacional das Empresas Distribuidoras de Produtos Siderúrgicos (SINDISEDER) nas Ações Diretas de Inconstitucionalidade (ADI’s) nºs 7066 e 7075. Os pedidos objetivavam suspender a exigibilidade do diferencial de […]
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
Por: André Jerusalmy No dia 26/05/2022, a Comissão de Valores Mobiliários (CVM) publicou o estudo “A agenda ASG e o mercado de capitais – Uma análise das iniciativas em andamento, os desafios e oportunidades para futuras reflexões da CVM”. O estudo trata sobre a relação entre a agenda ambiental, de regulação, social e de governança […]
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 […]
Brazilians use digital legal security to prevent spam on social networks
By: Leonardo Neri Many users of social networks, such as WhatsApp, are unaware of how their personal data is accessed by companies, mainly in the construction and telephony sectors, which offer them real estate developments and annual usage plans, respectively. The indelicate situations in which citizens are exposed have given rise to what is popularly known as […]
Market Demands Agility in Regulation of the New Exchange Rate Framework
By: André Jerusalmy The new Legal Framework for the Foreign Exchange Market, enacted on December 28, 2021, foresees important changes for financial agents, importers, exporters and all persons (whether individuals or legal entities) who wish to operate in foreign currency. However, for the provisions of the new law to come into effect, it is necessary to […]