Developments In M&A Transactions In Brazil In 2009

Before addressing any development occurred in Brazil in 2009 which may affect mergers and acquisitions in general – the so-called M&A transactions - it is important outline the legal framework and current scenario in which these negotiations are conducted.

M&A transactions in Brazil are governed by the following legislation and regulations: (i) Law No. 10.406, of January 10, 2002 (the Brazilian Civil Code)¹; (ii) Law No. 6.404, of December 15, 1976, as amended (the Corporation Law)²; (iii) Law No. 6.385, of December 7, 1976, as amended (the Securities Law)³; (iv) rulings of the Brazilian Securities and Exchange Commission (Comissão de Valores Mobiliários – CVM)⁴; (v) self-regulatory rulings from the New Market (Novo Mercado), the special corporate governance listing segment from the São Paulo Stock Exchange (Bolsa de Valores de São Paulo – Bovespa, as well as from Levels 1 and 2, special listing segments at Bovespa; (vi) rulings enacted by other specific