Chamber of Deputies approves reduction of ICMS on essential items.
A Câmara dos Deputados, no último dia 15 de junho de 2022, aprovou as emendas apresentadas pelo Senado Federal no Projeto de Lei Complementar (PLP) nº 18/2022, que altera a Lei Complementar nº 87/1996, impondo um limite de 17% ao Imposto sobre Circulação de Mercadorias e Serviços (ICMS) incidentes sobre bens e serviços essenciais, como […]
Confidentiality Agreements in M&A
By: Antonio Carlos Mazzucco and André Jerusalmy In mergers and acquisitions (“M&A”) transactions, a variety of confidential and sensitive information must be disclosed at a certain stage of the negotiations. This must be done in a secure and organized manner, with the certainty that the party receiving such information is obliged to respect its nature […]
Judicial Recovery of Samarco
By: Antonio Mazzucco and Vitor Antony Ferrari Years after the environmental disaster in Mariana (MG), the mining company responsible, Samarco, is facing financial difficulties and is forced to file for Judicial Recovery to avoid closing its doors. However, the recovery plan presented to creditors was rejected, and the reins were taken over by the Financial Creditors. In […]
New Rules for Crowdfunding
By: André Jerusalmy Last Tuesday, June 28, 2022, the Brazilian Securities and Exchange Commission (CVM) published CVM Resolution No. 158, which amended CVM Resolution 88 (“Resolution 88”), which deals with the rules for carrying out collective financing of projects, also known as crowdfunding, and which will come into effect […]
CVM issues 27 new Resolutions related to Decree 10.139/19 – Accounting Standards Update
By: André Jerusalmy On May 20, 2022, the Accounting and Auditing Standards Superintendence (SNC) of the Securities and Exchange Commission issued 27 resolutions. This measure is part of the strategy of reviewing and consolidating normative acts below the decree, determined by Decree 10.139/2019. The resolutions are: CVM Resolution 90: consolidates CPC 01 (R1) and revokes […]
STF will decide the constitutionality of an isolated fine of 50% applied to non-approved compensations.
The Supreme Federal Court (STF) will decide the constitutionality of the 50% fine in the case of an unapproved DCOMP. The justices 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 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 (ADIs) 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 […]