BRAZIL Law and Practice Contributed by: Felipe Barreto Veiga, Rafael Teixeira, Gabriel Abdalla and Pablo Arana, BVA – Barreto Veiga Advogados
documented before public announcement, as part of the deal execution and certainty package. The nature of these commitments varies. Commit - ments from controlling shareholders are often struc - tured to be binding, subject to customary condi - tions (eg, regulatory clearance). Where commitments involve directors or governance bodies, structures may include “fiduciary out” concepts in line with gov - ernance standards, although their scope depends on the specific facts, the company’s ownership profile and the applicable process requirements. When it comes to private M&A transactions, there are no requirements in relation to making any bid public. In the case of publicly held companies, a bid becomes public through the disclosure of a material fact to the market, in accordance with CVM regulatory stand - ards, which are designed to promote transparency, ensure adequate information is provided to the market and safeguard equal treatment among investors. The public nature of the bid is established through a structured regulatory process under the CVM’s supervision. As an initial step, the offeror is required to submit to the CVM a complete set of documents and supporting information concerning the contem - plated transaction. Such materials generally address the structure of the offer, the proposed considera - tion, principal terms and conditions, funding arrange - ments and any other information deemed material to an informed investment decision. Following the CVM’s review and clearance of the rele - vant documentation, the offeror must proceed with the formal disclosure of the transaction to the company’s 7. Disclosure 7.1 Making a Bid Public
gations imposed by the CVM, including the submis - sion of detailed documentation on the terms of the offer, consideration, funding arrangements and other material aspects of the transaction. Similarly, where a publicly held company issues shares as considera - tion in a business combination, the transaction may trigger additional requirements, such as the release of a formal market announcement, approval at a share - holders’ meeting, the filing of corporate acts with the CVM and, where the issuance qualifies as a public offering, the preparation of a prospectus or equiva - lent disclosure document. In all cases involving public companies, the information disclosed must be suf - ficiently comprehensive to allow investors to evaluate the economic rationale, risks and potential dilution arising from the transaction. 7.3 Producing Financial Statements In public transactions, financial information is typically required as part of the tender offer documentation or other offering materials made available to the market. Publicly held companies must prepare and present their financial statements in accordance with Brazil - ian GAAP, which is substantially converged with IFRS standards. Depending on the nature and magnitude of the trans - action, pro forma financial information may also be required, particularly where the deal materially affects the bidder’s financial position, results of operations or capital structure. By contrast, in private transactions, there is generally no obligation to publicly disclose financial statements, in the absence of specific con - tractual arrangements or sector-specific regulatory requirements. 7.4 Transaction Documents In public-company transactions, material agreements may need to be summarised or disclosed if they con - tain information relevant to investors. Full disclosure of transaction documents is not always mandatory; however, the CVM may require disclosure of key provisions, particularly in tender offers or delist - ing procedures. Private transactions are generally confidential.
shareholders and to the market at large. 7.2 Type of Disclosure Required
The disclosure and filing requirements applicable to a transaction in Brazil are primarily determined by its structure and by the regulatory status of the par - ties involved. In the case of a public tender offer, the offeror must comply with the full set of disclosure obli -
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