1. Overview
Brazilian law applicable to M&A transactions
The purchase and sale of companies or businesses in Brazil is
governed mainly by: (i) the chapter on the law of obligations of
Law No. 10,106 of January 10, 2002 (Brazilian Civil Code); (ii)
certain provisions of Law No. 6,404 of December 15, 1976
("Brazilian Corporation Law"); (iii) Law No. 6,385 of
1976 December 7, 1976, which created the Brazilian Securities and
Exchange Commission ("CVM"); and (iv) Provisional Measure
881/2019 ("Economic Freedom Act") – recently issued
by the Brazilian President and explored deeper in the sections
below.
Public listed companies involved in M&A transactions (either
as acquirers or targets) shall also comply with rules (and
interpretation/opinions) enacted by CVM, which address disclosure
of information, fiduciary duties of officers and directors, and
obligations of controlling shareholders, among others.
