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O Conselho Administrativo de Defesa Econômica (CADE) publicou recentemente a Resolução nº 24, com alterações nos procedimentos de apuração de atos de concentração (APAC)

The Administrative Council for Economic Defense ("Cade") published last Wednesday (May 20, 2015) the "Guidance for Analysis of Prior Consummation of Transactions" ("Guidance").

n 2002, with the enactment of the new Brazilian Civil Code, the Brazilian Commercial Code lost much of its relevance and content, since the rules that regulated business activity were largely incorporated into the new Civil Code. More importantly, the changes introduced by the Civil Code in corporate law brought uncertainty and changes to known concepts and rules.

By means of Decree No. 7,456, of March 28, 2011, the Brazilian Federal Government decided to increase to 6% the applicable rate of the tax on exchange transactions (IOF) assessed on the entry of funds into the country or through symbolic exchange transactions for any foreign currency loans contracted as from March 29, 2011 with an average minimum maturity term of up to 360 days.

On March 24, 2010, the Brazilian Monetary Council (Conselho Monetário Nacional – CMN) and the Central Bank of Brazil (Banco Central do Brasil – Bacen) adopted a series of measures to consolidate and simplify the normative acts and proceedings applicable to the international capitals and the exchange market regulations in our jurisdiction.

According to the Associação Brasileira de Franchising – ABF (Brazilian Franchisee Association), the franchise sector grew 7.1% in 2018, with revenues totaling R$174.8 billion.

One of the preliminary questions raised by foreign clients in Brazilian Mergers and Acquisitions (M&A) transactions is whether the deal, from a Brazilian law perspective, should be structured as a share deal or an asset deal.

The Brazilian Securities and Exchange Commission (Comissão de Valores Mobiliários – CVM) issued CVM Instruction No. 538, dated October 23, 2013 (CVM Instr. 538/2013), which amends CVM Instruction No. 483, of July 6, 2010 (CVM Instr. 483/2010), that regulates the activity of the securities analysts (analistas de valores mobiliários) in Brazil.

A ruling by the São Paulo Court highlights the need to formalize financial agreements to avoid disputes and ensure proper categorization of investments and loans...

Among different conditions of the M&A agreements, the parties must define if there will be price adjustment based on the financial variations between signing and closing. In case variations are considered then the method is the one called Closing Accounts.

Brazil's Financial Activities Control Council has imposed a BRL 7.4 million fine on Stellantis Automóveis Brasil for failing to comply with anti-money laundering rules, marking part of a broader enforcement push targeting luxury brands and automakers. The penalty highlights the critical importance of maintaining proper AML controls, client recordkeeping, and reporting unusual transactions for businesses dealing in high-end goods.

The new Brazilian Anticorruption Law establishes severe punishment for companies that involve themselves in acts that are injurious to the government, especially corruption and frauds in government contracts.

One of the most delicate issues in commercial law is the regulation of corporate reorganization transactions, in which there are not two distinct parties, with opposing interests, but instead a single interest, or a single controlling shareholder, present in the various companies involved in the reorganization.

On March 18, 2022, Law 14,148 of May 3, 2021 was republished, to introduce certain provisions that had been vetoed in the original publication.

On August 30, 2016, the Brazilian Securities Exchange Commission (Comissão de Valores Mobiliários – "CVM") issued two new sets of rules relating to private equity funds.

Em 19 de fevereiro de 2019, a Comissão de Valores Mobiliários ("CVM") editou a Deliberação CVM nº 809, trazendo inovações para a realização de ofertas públicas no Brasil.

Demarest assisted Dayco Group on the due-diligence and the negotiation of the deal with the sellers.

The rules for the extrajudicial (or administrative) exclusion of partners from Brazilian limited liability companies are established in the Civil Code (Law 10,406/2002).