The modernization of disclosure of company information has finally gained momentum in Brazil. Published on August 5, Executive Order (MP) No. 892/2019 substantially changed the framework for legal publications by corporations.

Presidential Decree (MP) No. 881, published on April 30 of this year, instituted the Declaration of Economic Freedom Rights and amended a series of legal provisions of a corporate, civil, real estate, and tax nature

Law No. 13,818/2019, published on April 25, amended articles 289 and 294 of Law No. 6,404/1976 (the Brazilian Corporations Law) and brought in important changes to the criteria previously required for the publication of corporate documents.

Presidential Decree No. 876, published on March 14 of this year, amended Law No. 8,934/1994, which deals with the public registration of business companies, among other matters. The main change was the inclusion of new paragraphs in articles 42 and 63 of the law, which, for the most part, aim to create mechanisms that accelerate the process of creation and registration, especially for limited liability companies and sole proprietor limited liability companies (Eireli). According to the explanatory memorandum of MP 876, the measure "is consistent with the need to reduce red tape and the number of days to form a company in Brazil."

Law No. 13,792/19, published in the Official Federal Gazette on January 4, provides more flexibility to limited liability companies by reducing the capital stock necessary for dismissal of managing partners named in the articles of association from a two-thirds majority to a simple majority, without preventing the partners from agreeing, if they so wish, to any greater minimum. This amendment, made in article 1,063, first paragraph, of the Civil Code, will allow majority partners to remove minority partners from the position of manager more quickly, thus avoiding extended disputes that could affect a company’s operation.

The preparation of a business contract involves discussions that translate into a mere allocation of risks from one party to the other. In theory, the risk will be contractually allocated to the party that can bear it more efficiently (and by efficiency we mean the ability to both avoid materialization of the risk and bear risk in a less costly manner, in addition to the risk appetite of each party). Of course, any allocation of risk results in costs - the buyer, having to bear a greater risk, will propose a lower purchase price than it would if it had to bear less risk.

In capital increases of corporations, the share issue price is set by the body responsible for resolving on the capital increase, namely a general shareholders’ meeting or, in the case of companies with authorized capital, the board of directors. However, the resolution approving a capital increase and setting the issue price of new shares may generate controversy and, although discretionary, these decisions cannot be arbitrary.[1] Therefore, they may be reviewed by the Brazilian Securities and Exchange Commission (CVM) and by the Courts, should they cause unjustified dilution for the shareholders.

In the current context of fighting corruption and strengthening a culture of ethics and corporate governance, there may be uncertainty about the role and duties of compliance officers and the insurance coverage for the risks incurred by them.

Publicly-held companies registered in category A of the Brazilian Securities and Exchange Commission (CVM) that submitted the Reference Form without completely filling in item 13.11 of Exhibit 24 of CVM Instruction No. 480/09 (ICVM 480) must resubmit the document including the information required regarding the remuneration of their officers and directors by June 25, 2018.

To what extent may noncompliance with formal requirements provided for by the law, bylaws and shareholders’ agreements annul call notices for general meetings (GMs)? To find answers to this question, we analyze in this article the understandings of legal scholarship and case decisions related to the annullability of GMs convened in disagreement with established procedures.

The Brazilian Corporation Law (Law 6,404/1976) provides, in article 4, for the possibility of incorporation of publicly-held or privately-held corporations.

Limited liability companies are finally expressly authorized to issue preferred quotas. Normative Instruction No. 38/2017 of the Department of Corporate Registration and Integration (DREI), among other innovations, changed the wording of item 1.4, II, letter "b", of the Manual for the Registration of Limited Liability Companies to ensure this.