Our
                 PUBLICATIONS

December 2016

_Carneiro de Oliveira Advogados law firm and their partner Gyedre Carneiro de Oliveira are highlights in the law yearbook “Análise Advocacia 500 │ 2016

The yearbook Análise Advocacia 500 presents the most admired Brazilian law firms and lawyers in twelve different fields of Law, according to the opinion of the heads of the Legal Departments of the biggest Brazilian companies.

The law firm Carneiro de Oliveira Advogados and their partner Gyedre Palma Carneiro de Oliveira were named by the magazine Análise Advocacia 500 among the most admired law firms and lawyers of 2016.

picture1

_incorporation and use of property holdings achieve recognition in M&A operations

In recent years, a growing presence of investment companies linked to executives or family groups in M&A operations has been observed. The operating model tends to be similar to private equity funds, but with the difference that the property holdings work with their own resources and are not subject to deadlines for returning the investments to their partners.

IN THIS SCENARIO, THE CREATION OF PROPERTY HOLDINGS ACHIEVES RECOGNITION, SINCE IT ALLOWS THE RELATIONSHIP BETWEEN THEIR PARTNERS TO BE CAREFULLY REGULATED, AS MUCH FROM THE POLITICAL AS WELL AS THE PROPERTY PERSPECTIVE. FURTHERMORE, PROPERTY HOLDINGS SEGREGATE FAMILY ISSUES FROM THE ISSUES REGARDING THE OPERATIONAL DAY BY DAY OF THE INVESTED COMPANIES, REDUCING THE IMPACT ON THE INVESTED COMPANIES OF DISCUSSIONS RAISED WITHIN THE SCOPE OF THE PROPERTY HOLDING.

With the holdings it is also possible to address issues regarding wealth and succession planning, for example the anticipation of the legitim or the donation of the shares with the institution of a lifetime usufruct reserve.

However, it is important to remember that the investment through property holdings may result in a tax inefficiency depending on the objectives of their futures partners, it is very important to analyze each case individually to reach the more appropriate corporate structure, according to the interests of the involved parties. 

_launch of the Brazilian Corporate Governance Code (Código Brasileiro de Governança Corporativa) – Publicly Held Companies 

The Brazilian Corporate Governance Code – Publicly Held Companies (“Code”), created by Grupo de Trabalho Interagentes (“GT Interagentes”), composed of 11 capital market entities (ABRAPP, ABRASCA, ABVCAP, AMEC, ANBIMA, APIMEC, BM&FBOVESPA, BRAiN, IBGC, IBRI and Instituto IBMEC) under the coordination of the Brazilian Institute of Corporate Governance (Instituto Brasileiro de Governança Corporativa – IBGC), was finally launched in November 16, 2016.

The Code adopts the “apply or explain” system present in the ABRASCA’s Autoregulation and Best Practices of Publicly Held Companies Code, system also adopted by the main corporate governance codes in the world, which grants more flexibility to companies.

ACCORDING TO GT INTERAGENTES’ COORDINATOR AND PRESIDENT OF THE BOARD OF DIRECTORS OF IBGC “THE SYSTEM “APPLY OR EXPLAIN” HELPS TO INCREASE THE PRACTICE OF CORPORATE GOVERNANCE BECAUSE IT ENCOURAGES TRANSPARENCY AND A CRITICAL VIEW OF THE PRINCIPLES WHICH SUPPORT THE RULES OF THE CODE, AVOIDING THE FULFILMENT OF RULES WITHOUT REFLECTING ON THEM”. 

The Brazilian Securities and Exchange Commission (CVM) started on December 17, 2016, the public hearing SDM No. 10/2016, regarding the disclosure of the compliance of the recommendations set forth in the Code by companies registered in the “A category”.

The Brazilian Corporate Governance Code – Publicly-Held Companies and the minutes of the Public Hearing SDM No. 10/2016 are available, respectively, on the following websites:

http://www.ibgc.org.br/userfiles/2014/files/Codigo_Brasileiro_de_Governanca_Corporativa_Companhias_Abertas.pdf

http://www.cvm.gov.br/export/sites/cvm/audiencias_publicas/ap_sdm/anexos/2016/sdm1016edital.pdf

MORE ARTICLES

CVM acquits defendants accused of fraud in transaction to acquire control of a publicly held company
Brazilian Securities and Exchange Commission (CVM) amends points of CVM Resolution No. 175
CVM proposes reform in the rules and procedures of shareholders' general meeting
CVM publishes Guidance Opinion on Soccer Corporations (SAF)
Brazilian Securities and Exchange Commission study discusses the exemption from mandatory fiscal council in small and medium-sized companies
Highlights of the proposal to amend the Brazilian Corporate Law