BRAZIL Trends and Developments Contributed by: Mauro Cesar Leschziner and Diana Pacifico Henne, Machado Meyer
regulation. Among such alternative criteria, are: transactions carried out in the previous 12-month period; and the highest unit price reached by the same type and class of share in the previous 12-month period, provided that all such cases are subject to the specific requirements set forth in the new resolution. It is also important to note that, even in situa - tions in which the automatic waiver is appli - cable, a shareholder’s right to request the review of the tender offer price remains valid as allowed by law. • Intermediary institution: The new resolution provides for the possibility of dividing the roles currently performed by the intermedi - ary institution between two entities, in order to segregate the obligation to guarantee the financial settlement of the tender offer from other activities. CVM Resolution No 215/24 sets forth that the settlement guarantee shall be provided by a financial institution and allows the other functions to be performed by another financial institution or by the co- ordinators of public offerings. • Automatic waiver of the tender offer auction: The new resolution authorises the automatic waiver of the tender offer auction in cases of offers intended for less than a hundred share - holders or less than a thousand shareholders and which cost necessary to carry out the auction corresponds to more than 10% of the total value of the tender offer. • Ordinary and automatic registration: CVM Resolution No 215/24 created two types of registration procedures for tender offers, the ordinary and the automatic. The ordinary reg - istration procedure applies to both mandatory and voluntary public offerings with exchange for securities and is similar to the registra - tion procedure for tender offers set forth in the previous resolution, which requires prior analysis by CVM. This type of registration
now includes the procedure of “confidential consultations” , to allow the submission of confidential questions about specific queries involving the tender offer. On the other hand, the automatic registration procedure does not require prior analysis by the CVM and is applicable to the registration of voluntary ten - der offers that do not involve exchange, now called “optional” . Artificial Intelligence Artificial intelligence is improving the efficiency of the due diligence phase of M&A transactions. Usually such phase requires a significant num - ber of people to be involved, extensive review of documents and financial, technical and legal analysis. Specifically with respect to the legal review, arti - ficial intelligence tools can analyse data quickly, helping to extract important information and to summarise legal agreements and reports, thus reducing the time needed for the due diligence review process and increasing its efficiency. As M&A transactions become more complex and timing for completion of the transactions more challenging, artificial intelligence tools will be an important contribution for all profession - als involved in such transactions, not only for the due diligence phase, but also for contract automation. Investors and M&A professionals with access to artificial intelligence solutions will be able to stand out in competitive bids, with competi - tive advantage to execute transactions more efficiently and faster. Significant value can be gained through the use of the right artificial intel - ligence tools.
306 CHAMBERS.COM
Powered by FlippingBook