New rules change the routine of general meetings and appointment of independent executives and directors in publicly held companies. Goal is to improve business environment to attract investors.
By allowing one candidate to be elected even if receiving fewer favorable votes than another, the system could generate distortions and distort the will of shareholders.
More attention to the due diligence process, earn-out clauses as a measure of protection against assets losing their value, focus on obtaining representations and warranties. Would you like to learn about the impacts of the covid-19 pandemic on merger and acquisition negotiations?
We analyze the impacts of covid-19 for the M&A transactions seemingly most affected by the current crisis, those for which the contracts have been signed, but the deal has not yet been closed.
Law No. 13,874/19 which established the Declaration of Rights of Economic Freedom,[1] was enacted in order to address many claims of the business community to improve the business environment in Brazil. Among the principle based provisions and legislative changes, it should be highlighted the new rules inserted into the Civil Code relating to investment funds,[2] in particular the possibility of limiting the liability of quotaholders and service providers of the investment fund.
Mergers and acquisitions (M&A) are the result of a very complex process, the conduct of which is dictated by the objectives and the interests of the parties. However, with the maturation of the Brazilian market, some practices end up being similar, such as is the case, for example, in the negotiation stages phases or in the format adopted to formalize the will of those involved.
In March 2017, the federal government announced the launch of a new round of concessions from the Investment Partnership Program (PPI). The estimate is that about R$ 45 billion in investments will be raised, and the main targets are the energy, transportation, and sanitation sectors. In all, 35 power transmission lots (distributed in 17 states), two highway concessions, 11 port terminals, five railways, and 14 sanitation projects were announced.
Individuals and legal entities resident, domiciled or with headquarters in Brazil, as provided for in tax law, must report to the Central Bank of Brazil, on an annual basis, the assets and amounts held by them outside the country.
Brazilian or foreign legal entities are already expressly authorized to own Individual Limited Liability Companies – Eirelis. On May 2, Normative Instruction No. 38/2017 of the Department of Business Registration and Integration (DREI) came into force, which, among other changes, amended the wording of item 1.2 and letter "c" of item 1.2.5 of the Individual Company Registration Manual ("Capacity to own an Eireli") to ensure this right.

On May 2, 2017, Normative Instruction No. 40 (“IN 40”), issued by the Department of Integration and Company Registration (“DREI”), was published, amending Article 2 of Normative Instruction No. 34 (“IN 34”), also issued by DREI, which...

Individuals and legal entities residing, domiciled, or headquartered in Brazil, as defined in the tax legislation, must report the assets and amounts they hold outside the country to the Central Bank of Brazil. Such reporting is mandatory for those...

On January 30, 2017, the Central Bank of Brazil ("BACEN") instituted a new rule that revises the Electronic Registration Statement - Direct Foreign Investment (“RDE-IED”) and establishes new procedures for registering direct foreign investments...