Brazil’s securities regulator, the CVM, has ruled that Telco does not need to buy out the minority shareholders of TIM following the acquisition of its parent company, Telecom Italia.
The CVM commission announced its decision on 15 July, reversing an earlier ruling made by the regulator.
Machado, Meyer, Sendacz e Opice Advogados assisted Telco in the appeal. Partner Moshe Sendacz says, "The CVM’s decision is guided strictly by the regulations and took into account the precedents on the subject, which is essential to legal security, especially in such a controversial issue as the divestiture of control."
In January, the CVM had ruled that Telco’s 2007 acquisition of Telecom Italia from Olimpia led to a change of control at TIM, meaning Telco was required to make a tag-along offer to TIM’s shareholders.
Telco, a group that includes Spain's Telefónica and two Italian banks, then appealed against the decision, which could have cost it US$1 billion. The group argued that Olimpia could not be identified as the controlling shareholder of Telecom Italia under Italian law at the time of the transaction with Telco.
Sendacz says the case had unique elements the CVM had not dealt with before. "While the ruling sets up the parameters on further decisions relating to the obligation to launch a tag-along offer in cases of transfer of minority control, the CVM commissioners made clear it does not substitute the necessity of a case-by-case approach every time a tag along obligation is under discussion," he notes.
Telco holds 24.5 per cent of Telecom Italia, which in turn holds 81 per cent of voting shares in TIM.
Counsel to Telco
              Machado, Meyer, Sendacz e Opice Advogados
Partners Moshe Boruch Sendacz and Eliana Ambrósio Chimenti, and associate Luiz Felipe Costa
(Latin Lawyer 21.07.2009)
(Notícia na Íntegra)