Technology M and A 2026

BRAZIL Law and Practice Contributed by: Rodrigo Casarotti, Alexandre David, Ricardo Melaré and Gabriela Claro, /asbz

informed and minuted, and disclosures comply with CVM rules. 11.4 Independent Outside Advice Boards commonly rely on external legal, financial and tax advisers. There is no legal requirement to obtain a fairness opinion in all transactions, and it is not yet market standard, though fairness or valuation opin- ions are sometimes obtained in larger or complex deals, especially with cross-border or sensitive con- flict profiles. Independent appraisal reports are required in specific scenarios (eg, certain OPAs, mergers and spin-offs) and focus on economic value and exchange ratio sup- port; while not labelled “fairness opinions”, they often serve a similar informational role for directors.

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