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The Plenary Session of the Administrative Council of Tax Appeals met on Monday, September 3, to review 32 proposals for new precedents and to update and cancel certain precedents in force.

The Administrative Council for Economic Defense (Cade) launched in October of 2018 the Antitrust Remedy Guidelines. The Guidelines compile the best practices and procedures usually adopted by Cade in the design, application, and monitoring of remedies negotiated with parties to complex mergers. With the publication of the Guidelines, Cade aimed at giving greater predictability and transparency to the remedy negotiation process with parties involved in complex transactions that may not be subject to unconditional clearance.

The preparation of a business contract involves discussions that translate into a mere allocation of risks from one party to the other. In theory, the risk will be contractually allocated to the party that can bear it more efficiently (and by efficiency we mean the ability to both avoid materialization of the risk and bear risk in a less costly manner, in addition to the risk appetite of each party). Of course, any allocation of risk results in costs - the buyer, having to bear a greater risk, will propose a lower purchase price than it would if it had to bear less risk.

After extensive discussion with market participants by means of the Public Consultation No. 55/2017, published by the Central Bank of Brazil (Bacen) on August 30, 2017, the Brazilian National Monetary Council (CMN) issued Resolution No. 4,656 on April 26, which created two new types of financial institutions specialized in loan transactions using electronic platforms: direct lending companies (SCD) and peer-to-peer lending companies (SEP).

In capital increases of corporations, the share issue price is set by the body responsible for resolving on the capital increase, namely a general shareholders’ meeting or, in the case of companies with authorized capital, the board of directors. However, the resolution approving a capital increase and setting the issue price of new shares may generate controversy and, although discretionary, these decisions cannot be arbitrary.[1] Therefore, they may be reviewed by the Brazilian Securities and Exchange Commission (CVM) and by the Courts, should they cause unjustified dilution for the shareholders.