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BRAZIL: Reflections on the Right of Dissent and Appraisal

December 2021 – Brazil – Rossetti Advogados In principle, pursuant to the provisions of the law or of the articles of association, a member may leave the company upon assignment or transfer of its equity interest, on which occasion it would be substituted in the company by the respective assignee.It would be then negotiating its…

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Austria: Procedure under takeover law violates EU law

The Austrian Takeover Commission is an independent authority, not subject to directives, established at the Vienna Stock Exchange. In accordance with the Austrian Takeover Act, it reviews major transactions on the capital market. However, the European Court of Justice sees a lack of legal protection in the current legal situation. The Austrian Takeover Commission is…

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BRAZIL: Administrative Rule of the Ministry of Economy permits that Small and Mid-Sized Companies publish their balance sheets on the Internet

November 2021 – Brazil – Rossetti Advogados The Administrative Rule of the Ministry of Economy No. 12.071 of October 7, 2021, published in the Federal Official Gazette last October 13 by the Ministry of Economy, waives the publication in official gazettes and newspapers of wide circulation, by privately-held companies (which do not trade their shares on the stock…

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BRAZIL: New Law facilitates the organization of companies and improves the quality of the Brazilian business environment

October 2021 – Brazil – Rossetti Advogados On August 25, president Jair Bolsonaro sanctioned Law No. 14.195/2021, the purpose of which is to improve the quality of the business environment in the country, by streamlining the procedures for the organization and operation of companies, foreign trade and enforcement of debts. Below we note the main changes introduced…

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BRAZIL: Brazil in the era of ESG practices

September 2021 – Brazil – Rossetti Advogados Over the last years, the ESG (Environmental, Social and Governance) agenda has gained more and more strength in the corporate world, once the business models go beyond prioritizing the profit and financial gains of their stakeholders.  The acronym ESG was used for the first time in 2004, at…

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BRAZIL: THE NEW SOCCER CORPORATION

. . . August 2021 – Brazil – Rossetti Advogados . Last July 14th, the Brazilian House of Representatives approved Bill No. 5.516/2019, which encourages the incorporation of soccer corporations (SAF), the main activity of which is the practice of soccer in professional tournaments. The Bill was submitted by the president of the Brazilian Senate,…

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BRAZIL: NEW LEGAL FRAMEWORK FOR STARTUPS

July 2021 – Brazil – Rossetti Advogados Last June 2, the President of Brazil sanctioned Supplementary Law No. 182/2021, which institutes the Legal Framework for Startups and Innovative Entrepreneurship. The purpose of this law is to establish, in Brazil, a facilitated regulatory environment for innovative companies to be able to engage in their activities. Pursuant to…

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BRAZIL: GOVERNMENT ENACTS PROVISIONAL MEASURE THAT IMPROVES THE BUSINESS ENVIRONMENT IN BRAZIL

May 2021 – Brazil – Rossetti Advogados Provisional Measure No. 1.040 (“MP 1.040”), signed by President Jair Bolsonaro, was published last March 30, 2021, proposing amendments to the law for the purpose of modernizing and streamlining the business environment in Brazil. Among other provisions, MP 1.040 provides on the simplification and streamlining of company formation,…

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