BRAZIL Law and Practice Contributed by: Felipe Barreto Veiga, Rafael Teixeira, Gabriel Abdalla and Pablo Arana, BVA – Barreto Veiga Advogados
Key areas of concern include: • contingent labour claims and ongoing litigation; • compliance with collective bargaining agreements and related benefits; • misclassification of independent contractors and other atypical workforce arrangements; and • historical social security (INSS) and social insur - ance (FGTS) liabilities, including ancillary penalties and interest. As a result, labour due diligence is a critical compo - nent of risk assessment and deal structuring. 2.6 National Security Review Brazil does not have a formal, centralised national security review regime comparable to those adopted in certain other jurisdictions. With that said, sector-specific rules may impose prior- approval requirements and/or ownership or operation - al restrictions where strategic assets are involved – most commonly in areas such as defence, energy and telecommunications (depending on the asset, licence or concession framework). In addition, the acquisition or lease of rural land by foreign individuals or entities is subject to statutory limitations and, in certain cases, may require govern - mental review/authorisations. 3. Recent Legal Developments 3.1 Significant Court Decisions or Legal Developments While there has not been a single landmark court deci - sion that has fundamentally reshaped M&A practice in Brazil, a few developments have been particularly relevant: • Continued refinement of CADE’s gun-jumping enforcement, reinforcing the importance of strict pre-closing conduct and compliance with the sus - pensory merger control regime. • Greater scrutiny by the CVM in public-company contexts, particularly in regard to disclosure stand - ards, process integrity and potential conflicts of
interest in transactions involving listed companies and tender offers. • Brazilian case law developments in contractual risk allocation, including clearer judicial support for negotiated limitations of liability and indemnity arrangements (which tend to reinforce the enforce - ability of sophisticated SPA risk allocation). In addition, broader regulatory developments – such as CVM Resolution 175, which overhauled Brazil’s investment fund regulatory framework through a phased implementation – have affected structuring and execution in fund-related acquisitions and spon - sor-driven transactions. 3.2 Significant Changes to Takeover Law There have been no material legislative changes to Brazil’s takeover regime in the past 12 months. How - ever, there has been a relevant regulatory update: CVM Resolution 215 (together with ancillary adjust - ments) introduced a revised framework for public ten - der offers (OPAs) and became effective on 1 October 2025 (after the CVM postponed its original effective date). Looking ahead, while the framework may continue to evolve through CVM guidance and enforcement practice, there is no broad structural overhaul cur - rently under active legislative review that is expected to materially reshape takeover rules in the next 12 months. 4. Stakebuilding 4.1 Principal Stakebuilding Strategies Stakebuilding prior to a formal offer is permitted in Brazil, but it is more common in public-company sce - narios and less frequent in transactions involving pri - vately held targets. Typical strategies include: • open-market purchases ahead of a tender offer (where permitted and subject to applicable restric - tions); • negotiated block trades with significant sharehold - ers;
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