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Representations and warranties in corporate transactions
Clauses play a vital role in the contract drafting process and should be clearly established in order to ensure greater protection to transactions.
Disclosure of relevant facts by publicly held companies
How to use the means of disclosure appropriately and avoid incorrect practices.
Reduction of quorums for resolution in limited liability companies
Change instituted by Law 14,451/22 brings limited liability companies closer to corporations.
Justice annuls decision and fines imposed by CVM
In a rare procedure, two former directors of a publicly-held company in the oil and gas sector reversed CVM's decision issued in the administrative proceeding CVM RJ 2014-3225, which had considered both of them guilty for the use of privileged information (insider trading) and applied a fine of almost R$ 800,000.
MP 1,040 and the debate on plural voting
amendment proposes the adoption of the instrument, currently sealed in Brazilian corporate law. Mechanism can be attractive for novice companies and stimulate investment in Brazilian stock exchanges.
Duty of administrators on ESG topics
The duty of diligence of administrators takes on new contours today. Even if the stakeholders have no rights guaranteed by law, neglecting esg aspects can destroy shareholder value in the long run.
Symbiosis between ESG and NGOs
Working together to promote ESG practices, companies and the third sector can increase both parties' value and accelerate progress in the environmental, social, and governance front.
Linx and STNE Case: CVM board decides administrative proceeding involving indirect private benefit and obstacles to vote
Linx's founding shareholders are not prevented from voting at the meeting convened to approve its merger of shares.
Lenders’ liability for corruption acts: the case of the indirect corrupter
Does a lender's liability for acts of corruption require its direct participation in the illegal activity or any knowledge (actual or assumed) about it? Which acts of financing, funding, or sponsorship give rise to liability according to the Brazilian Anti-Corruption Law? This article by our attorneys addresses these and other issues
Judicial reorganization of non-profit associations: the recent decision by the Rio de Janeiro Court of Appeals in the Cândido Mendes University case
Can non-profit associations be seen as companies in some situations and resort to judicial reorganization under the terms of the Business Reorganization Law?
Conversion of a non-profit association into a business company
Although the conversion is now accepted from the standpoint of public recording, there are still controversies regarding its legal possibility and some practical difficulties of an accounting and tax nature.
Innovations of the DREI for preferred quotas of limited liability companies
Although it has harmonized the understanding of the registration agencies, the new rule generates controversies, such as regarding the types of advantages that may be assigned to preferred quotas.
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