- Category: Competition
Special Edition
CADE rules the first gun jumping case
The first gun jumping case in Brazil was ruled by the Administrative Council for Economic Defense (CADE) on August 28, 2013. The term gun jumping is generally used to describe situations of consummation of a transaction or exercise by the buyer of influence over the target company’s market behavior prior to antitrust clearance.
- Category: Competition
Special Edition
New rules on merger filings
During the most recent plenary session held on October 1st, 2014, the Administrative Council for Economic Defense (“CADE”) approved amendments to its Resolution No. 2/2012, which governs the filing of acts of concentration (merger filings) and establishes the fast-track review procedure. The amended rules will enter into force upon publication in the Brazilian Official Gazette, which is expected to take place in the course of this week.
- Category: Competition
Special Edition
CADE issues new regulation on associative agreements
The tribunal of the Administrative Council for Economic Defense (CADE) has approved in the plenary session held on October 18, 2016 a new regulation that changes the current rules on the mandatory filing of associative agreements, one of the types of transactions that may amount to concentration under Law No. 12,529/2011 (Antitrust Law). The new regulation (Regulation No. 17/2016) will replace Regulation No. 10/2014. It will enter into force within 30 days of its formal publication in the Brazilian Official Gazette, which did not take place yet.
- Category: Labor and employment
Edição extraordinária
(Retroactive?) Change of the Labor Debts’ Monetary Adjustment Index
Based on decisions issued by the Brazilian Federal Supreme Court (STF) according to which the Reference Rate (TR) did not represent the actual depreciation of the Brazilian currency within a given period of time, the Brazilian Superior Labor Court (TST) decided that the use of the TR as the monetary adjustment index of labor debts prevents the complete recovery of the employees’ labor credit and jeopardizes the effectiveness of the judicial protection and court procedures.
- Category: Capital markets
LISTING OF SECURITIES ON DIFFERENT MARKETS – OBSTACLES AND IMPROVEMENTS, by Eliana Ambrósio Chimenti
Much has been said about the trading of shares issued by foreign companies in the brazilian securities market. the negotiation only occurs by means of depositary receipts programs, or brazilian Depositary receipts (bDrs) - securities backed by securities of publicly-held companies, or the like, with headquarters abroad, and issued by an institution in brazil.
- Category: Capital markets
CORNERSTONE INVESTORS AND THEIR INVOLVEMENT IN STOCK ISSUES, by Eliana Ambrósio Chimenti
Although there is no previously set out legal figure that applies to a cornerstone investor under Brazilian regulations, these investors have played a significant role in developing stock markets in certain countries such as China, and since 2006 they have been significantly boosting market responsiveness to IPOs.
- Category: Infrastructure and energy
PERSPECTIVES FOR THE BRAZILIAN RAILWAY INDUSTRY, by Letícia Alencar and Mário Saadi
After approximately two decades without major progress on the Brazilian railway industry, the Logistics Investment Program (PIL - Programa de Investimentos em Logística) was created this year by the Federal Government, in order to provide the expansion and development of railway services in the country.
- Category: Corporate
ARBITRATION CLAUSE IN THE BYLAWS IS CHALLENGED, by Gilberto Osser and Raissa Fini
As from the date the Brazilian Corporate Law permitted companies to include in the bylaws the arbitration clause for resolution of conflicts (article 109, paragraph 3, of the Brazilian Corporate Law), such arbitration clauses are more frequently included in the companies’ articles of association. However, due to the increase in the use of this method...
- Category: Infrastructure and energy
BASIC SANITATION AND THE SERVICE RENDERING IN METROPOLITAN AREAS, by Mário Saadi and Letícia Oliveira Lins de Alencar
In February of this year, after a long wait and intensive debate, the 1842 Direct Unconstitutional Claim covering the power for the rendering and management of basic sanitation services in metropolitan areas was judged by the Supreme Court. The controversy dealt with in ADI (Direct Unconstitutionality Claim) dates back to late 1990, when the State of Rio de Janeiro...
- Category: Media, sports and entertainment
NEW ARENAS ATTRACT NEW BUSINESS, by Ricardo Moreira
Amidst reforms and constructions, 14 new soccer stadiums will be opened in Brazil from 2013 to 2014, 12 of which are being built or renovated especially for the Confederations Cup and the World Cup. The new stadiums have a distinguishing feature that differs from other stadiums built in the country so far: the international model of “multipurpose arenas”.
- Category: Real estate
SIGNIFICANT REAL ESTATE AND ENVIRONMENTAL ASPECTS OF THE BILL OF THE NEW MINING CODE, by Anna Lyvia Ribeiro and Flavia Moller and Georgia Gomes
Considering the essentiality of the mineral resources for the industrial development and for technological advances, there is a large global demand for investments in the mining sector. In the exercise of this activity, it is extremely important that investors identify possible restrictions to the use of the soil and subsoil, evaluating, together, the regulatory, environmental and real estate characteristics of the areas of interest.
- Category: Real estate
REAL ESTATE EXPANSION SEES AN INCREASE IN LAWSUITS FOR THE REVISION OF RENTAL FEES, by Maria Flávia Seabra Gemperli and Felipe Mendes de Godoy
The unprecedented expansion of real estate activity in Brazil over the previous years significantly increased the level of real estate business: launches, construction sites, civil construction employment, number of residential and commercial units delivered annually, levels of real estate financing and square meter value in the main urban centers. These factors have been used in the lawsuits for the revision of rental fees.
- Category: Corporate
AMENDMENT TO CVM INSTRUCTION 391/03 BY CVM IN ORDER TO FOSTER INVESTMENT IN SMALL-SIZED COMPANIES, by Guilherme B. Malouf eand João Guilherme Soggio G. de Oliveira
The Brazilian Securities Commission (CVM) disclosed, on November 27, CVM Instruction No. 540, amending some provisions of CVM Instruction No. 391, dated July 16, 2003, with respect to the operation of investment funds in equity (FIPs).
- Category: Real estate
CHALLENGES CONCERNING SÃO PAULO´S NEW URBAN MASTER PLAN, by Maria Flavia Seabra Gemperli and Marina Rosa Cavalli
São Paulo’s new Urban Master Plan may impose significant changes upon the city and its residents, especially from 2016. This is because the development, project approval, construction and final delivery shall take at least two years. The question that arises is whether or not the city will possess the developments in urban infrastructure necessary and compatible with modernity and the goals of the new Urban Master Plan
- Category: Corporate
2014: A SURPRISING YEAR FOR MERGERS AND ACQUISITIONS, by Arthur B. Penteado and Vinicius Bernardes
The inventors’ perception for what will occur in the country and in the world is significantly reflected in the mergers and acquisitions market. When the outlook is positive and trends are of greater stability and security for those involved, the conclusion of a greater number of M&A transactions may be expected, especially if such a scenario is accompanied by good economic grounds.
- Category: Infrastructure and energy
ANTT ISSUES REGULATION FOR INDEPENDENT RAILROAD OPERATORS, by Mauro Bardawil Penteado e Letícia Oliveira Lins de Alencar
By establishing the National Solid Waste Policy, Law No. 12,305/2010 has brought undeniable progress to the legal treatment applicable to solid waste management services. Although Law No. 11,445/2007 had already laid down some general guidelines for the provision of basic sanitation services, including solid waste management, as well as cer