A lot of ink has been spilled over the lack of efficiency of the tag along rights in Brazilian companies. The major claim made by minority shareholders in the 90’s was incorporated to Novo Mercado and, right after that, to the Corporate Law through the Law 10.303. One decade later, dozens of companies were sold with minority shareholders lacking access to the terms enjoyed by controlling shareholders.

Usiminas is one among the many examples of that. In 2011, the Ternium Group acquired a stake of the company’s controlling group owned by Votorantim and Camargo Correa for R$ 36 per share, when its market price was R$ 20. Later on, prices dropped to the current R$ 7.

The attorney completes the course’s teaching staff, in which she will be responsible for ‘The Investors’ Role’ discipline. Lucila is graduated in Law from Pontifícia Universidade Católica de São Paulo (PUC-SP) and has a postgraduate degree (LL.M) in Corporate Law.

The first class of the Corporate Governance for Investors course, a four-hand work prepared by Amec and IBCG, is formed by 21 students, managers, analysts and other professionals linked to institutional investors. The course offers a practical view on corporate governance issues directed at this audience.

On October 20, 2014, the Brazilian Securities and Exchange Commission (CVM) submitted to public hearing the draft of instruction that changes CVM Instruction No. 481/09 to regulate the participation and distance voting in Shareholders’ General Meetings of listed companies.

In the beginning of October, the Brazilian Association of Capital Market Investors – Amec – sent to the Brazilian Securities and Exchange Commission – CVM – the President Letter 14/2014, in which the association claims that some recent decisions taken by the regulatory agency referring to public tender offers (OPAs) have been damaging the objectives of the Instruction No. 361/2002, which regulates these operations.

In October, the GT Interagentes launched the guidance document “The Responsibility of Directors and the Duty of Care,” prepared and signed by the 11 representatives of the entities that are members of Grupo de Trabalho Interagentes (GT Interagentes).

“Unfortunately, not all directors duly understand the responsibilities imposed to them by the law and, even when they understand them, they do not know how to act to meet their legal and statutory duties,” explains Richard Blanchet, one of the document’s authors.

On September 25, CVM issued the Instruction No. 551/14, which makes changes and adds provisions to the Instructions No. 332/00, No. 400/03, and No. 476/09.

The major objective is to allow the public distribution with restricted efforts of category A issuers’ shares and correlated securities, such as convertible debentures.

On November 11, CVM will analyze and decide on the case dealing with supposed irregularities by BNDES, BNDESPar and the state pension funds Previ, Funcef and Petros in the election of members for Petrobras’ Board of Directors and Conselho Fiscal during the company’s 2011 and 2012 General Shareholders’ Meetings.

CVM, which has already analyzed similar cases, is expected to position itself about the legitimacy of the votes cast by shareholders linked to the controlling group of the public corporation in the election of seats allocated to minority shareholders.

The professional recommended by Amec to be part of the Advisory Board of IFRS - International Financial Reporting Standards –, Rodrigo Morais, from Itaú Unibanco, has not been elected this year.

IFRS is a set of international accounting standards issued and revised by the International Accounting Standards Board (IASB) which objective is to standardize accounting procedures and policies among the countries, improving the conceptual structure and enabling the same interpretation of financial statements.

On October 23, members celebrated the 8^th anniversary of Amec – the Brazilian Association of Capital Market Investors. At the event, the four CEOs of Amec’s history met, together with other guests, at Enoteca Decanter.

The four CEOs of Amec’s history. From left to right: Walter Mendes,
Edison Garcia, Mauro Rodrigues da Cunha, and Luiz Fernando Figueiredo

During two days, 500 attendees and 50 speakers participated in the 15^th Congress of Corporate Governance, organized by the Brazilian Institute of Corporate Governance (IBGC), in São Paulo, on October 13 and 14. The event was focused on discussions about Corporate Governance practices and value creation.

Date: December 1 and 2, 2014
Organized by Apimec Nacional and Apimec Sul
Venue: Plaza São Rafael Hotel Event Center - Avenida Alberto Bins, 509 – Centro - Porto Alegre – Rio Grande do Sul - 90030-140
Fees:

Information and registrations: http://congressoapimec.com.br/