Highlights: New legislation establishes sanctions to legal entities involved in corrupt and other illegal acts. Among the sanctions are fines that range from 0,1% to 20% of the annual gross revenue and prohibition from receiving public benefits. The law provides for the strict liability of the legal entities. The liability remains in case of mergers … Continued
MAIN ARTICLE I. Introduction Law No. 12,529/2011 (the “New Antitrust Law”) has come into force on May 29, 2012. Several regulations were issued by the Administrative Council for Economic Defense (“CADE”), as well as by the Ministries of Justice and Finance in the last couple of days, bringing significant changes to the Brazilian merger control … Continued
Highlights: New legislation reduces the income tax applicable to income from debentures issued by special purpose companies (SPCs) incorporated to carry out infrastructure investment projects or projects for intensive economic production in research, development and innovation that are deemed “priorities” by the federal government. Legal entities domiciled in Brazil are subject to a 15% tax … Continued
MAIN ARTICLE The Tax on Financial Transactions (“IOF”) is a Brazilian umbrella-type tax comprising different tax modalities, each levied on a different type of financial transaction that is carried out in Brazil. The IOF taxes are regarded as “extrafiscal”, meaning that they have economic and financial purposes other than those strictly related to the collection … Continued
Executive Summary/Highlights: The Brazilian House of Representatives has approved a bill that substantially changes merger review procedures and antitrust investigations in Brazil. The new law is subject to Presidential approval and will likely become effective in mid-2012. The new law creates a pre-merger review system (clearance will be a condition precedent to closing) and changes … Continued
Executive Summary/Highlights: An August 2010 legal opinion of the Federal Attorney-General of Brazil (Advocacia Geral da União) extended the Brazilian law that restricts the acquisition of rural land by foreigners to apply also to acquisitions of land by Brazilian companies controlled by foreigners. As a result, cross-border change of control transactions involving Brazilian companies that … Continued
The attached slides summarize trends in cross-border M&A and strategic investment activity throughout the first quarter of 2011. Highlights: Global M&A volume for Q1 2011 was US$671.8 billion, up 29.5% as compared to Q1 2010. Cross-border transactions have rebounded substantially from 2009: 38% of Q1 2011 global M&A was cross-border — up slightly from … Continued
