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.

The Brazilian Securities and Exchange Commission (CVM), through Public Hearing SDM No. 07/19, proposes to regulate, pursuant to article 291 of the Brazilian Corporations Law, a scale to reduce the percentage of share capital provided for in paragraph 4 of article 159. The objective of the draft instruction, currently under review by the agency is to make it easier for minority shareholders to file civil liability suits against officers and directors. If approved, the draft may have some impacts, which are analyzed below.

Latin America is going through a turbulent and uncertain time, reflecting the current scenario of economic and political crises in various countries in the region, such as Chile, Bolivia, Mexico, Argentina, and, in recent days, Colombia. Although all these countries are experiencing internal difficulties from a macroeconomic point of view, there are various causes and circumstances that have contributed to the current environment, affecting liberal or leftist governments.

It is undeniable that technology is increasingly becoming a part of our routine. Who would have said ten years ago that we would pay our bills, invest, hail a cab, or shop with just a tap on a smartphone? These habits are so commonplace today that the next novelty is no longer greeted as a big surprise.

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.

Resolution No. 241 of the Superior Council of the Labor Judiciary (CSJT), in force since June 6, amends some of the rules of Resolution No. 185, bringing in important changes in the use of the Electronic Judicial Procedure (PJe).

Law No. 13,800/2019, enacted in January, converted into law, with various modifications, Presidential Decree No. 851/18, published shortly after the fire at the National Museum in Rio de Janeiro. The purpose was to regulate endowments and other heritage or philanthropic funds. Among the changes promoted are simplification of the governance of the endowment funds and the expansion of the causes to be supported by them, with the express inclusion of human rights, public safety, and other causes of public interest.

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.