Azul-GOL merger taxis forward as antitrust scrutiny begins
Several international and Brazilian firms have helped airlines Azul and GOL sign a memorandum of understanding (MoU) to merge their operations, but market dominance concerns have triggered a rigorous review by the country’s antitrust watchdog. GOL’s parent company Abra Group has instructed Brazilian firm Pinheiro Guimarães and US firm Wachtell, Lipton, Rosen & Katz LLP to steer the merger, while two Cescon, Barrieu, Flesch & Barreto Advogados offices assisted Azul. Sócios Cristina Cescon e Darkson Galvão em São Paulo e sócio Fernanda Montorfano e associados Victor Campinho e Caroline Matos no Rio de Janeiro.
The Securities and Exchange Commission (CVM) rules in favor of Nelson Tanure in the Gafisa case, as he takes on a role in another retail sector negotiation
Last Wednesday (18), the Securities and Exchange Commission (CVM) issued a favorable decision to businessman Nelson Tanure in a sanctioning case involving Gafisa’s 2019 capital increase. The charge became public in October of that year and claimed that Tanure and other members of Gafisa’s Board of Directors had approved a capital increase with price conditions that were not in compliance with the Brazilian Corporations Law.
Central Bank of Brazil (BCB) and Securities and Exchange Commission (CVM): new rules for Foreign Portfolio Investment
The Central Bank of Brazil (BCB) and the Securities and Exchange Commission (CVM) published Joint Regulation No. 13, dated December 3, 2024 (Joint Regulation 13) that consolidates, replaces, and improves the regulation of foreign investment in the financial and capital markets (Portfolio Investment). This was an important step enabled by Law No. 14,286, dated December 29, 2021, which provides for the Brazilian exchange market, Brazilian capital abroad, foreign capital in the country, and the disclosure of information to BCB.
New rules for foreign portfolio investment
On December 3, 2024, the Central Bank of Brazil (“BCB”) and the Brazilian Securities and Exchange Commission (“CVM”) released Joint Resolution No. 13 (“Joint Resolution 13”). This resolution enhances the regulations for foreign portfolio investments in the Brazilian financial and capital markets (“Portfolio Investment”).
The market pushes back against the creation of the New Market Alerts
In the contributions submitted by Cescon Barrieu to B3, there are also arguments against the stock exchange’s proposal. “In our view, New Market Alerts do not enhance governance and may cause significant reputational harm to companies,” says Fernanda Montorfano, Corporate Law and M&A partner at Cescon, emphasizing that the alerts may stem from actions that are not necessarily irregularities or material failures.
Securities and Exchange Commission (CVM) fines Silvio Tini BRL 500,000 for price manipulation
The panel of the Securities and Exchange Commission (CVM) ordered one of the largest investors on the Brazilian stock exchange, Silvio Tini, to pay a BRL 500,000 fine for manipulating the prices of preferred shares of the infrastructure holding company Azevedo & Travassos, between February and May 2018. With 4 votes to 1, the trial took place on Tuesday (26), and the decision was reported by officer Otto Lobo.
Small and Medium-Sized Companies (SMEs) on the Stock Exchange: Securities and Exchange Commission (CVM) foresees regulation for 2025 and BEE4 is preparing to be ‘the new B3′
Small and medium-sized companies in Brazil are moving toward the possibility of going public. The public consultation of the Securities and Exchange Commission (CVM) gathering suggestions for this regulation is in the final phase. CVM signaled that the topic is one of its priorities for 2025, indicating that the FÁCIL regime (Facilitation of Access to Capital and Incentive to Listings) may be available next year.
Securities and Exchange Commission (CVM) Regulations 215 and 216: New Regulatory Framework for Tender Offers
On October 29, 2024, the Securities and Exchange Commission (“CVM”) released CVM Regulations No. 215 and 216 (“RCVM 215” and “RCVM 216”, respectively). RCVM 215 establishes the new regulatory framework applicable to Tender Offers (OPA) and revokes CVM Regulation No. 85, of March 31, 2022, while RCVM 216 made specific changes to other regulations to align them with the new regulatory regime.
