Relevant Facts - November 2014 Send to a friend
Amec Opinion – Instructed Vote

A major shareholder of a listed company sells his/her share interest. Immediately thereafter, the Board member nominated and elected by that shareholder resigns from his/her position.

What seems the natural course of the facts actually hides one of the most negative aspects of the corporate governance in Brazilian companies: the notion that a Board member ‘belongs’ to a specific shareholder.

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    Confirmation of November meetings    

Amec (the Association of Capital Market Investors) meetings – only for members – are confirmed as follows:

Technical Commission – December 17, at Amec’s headquarters in São Paulo, with remote access.
Foreigners Commission – November 26th, via conference call.

Board of Directors – November 27, at Amec’s headquarters in São Paulo.

Confirmations of attendance must be submitted to

    Amec expresses its opinion again about ‘creative’ securities, a problem that persists    

Amec’s members have reanalyzed the topic on “the losses to minority shareholders in public exchange offers and distributions of rights in differentiated assets” in the President Letter 15/2014, sent to the Brazilian Securities and Exchange Commission (CVM) on October 24.

Amec has already dealt with the subject in two letters previously sent to the regulator (President Letters 02/2014 and 12/2014), which objectively addressed the losses suffered by minority shareholders in specific public exchange offers, in which the assets offered had different characteristics from those of the underlying asset – many times with ‘creative’ or ‘unusual’ characteristics.

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    Association discusses the distant vote    

Amec’s Technical Commission held an extraordinary meeting on November 5 with the sole objective of discussing the public hearing proposed by CVM to regulate the distant vote. Attended by approximately 20 people, the meeting also included a presentation by Claudia Hasler, who represented CVM’s Office of the Superintendent of Market Development and explained the regulator’s view when the minute was prepared.

The Technical Commission decided to create a Working Group led by Amec’s member Eduardo Figueiredo, from Aberdeen, who proceeded with the discussions on November 12.

    CVM postpones decision on the conflicts of pension funds in Petrobras’ Annual General Meeting    

A request to review made by the director Luciana Dias, in the judgment held on November 11, has led CVM to postpone the decision about the conflict of interests of pension funds sponsored by state-owned companies in the election of Board members through the separate vote of minority shareholders in the companies controlled by the Federal Government. When it takes place, this decision will be of utmost importance for the effective representation of minority shareholders in state-owned companies.

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    CSN files complaint against Ternium at CVM    

According to Valor Econômico newspaper, CSN – Companhia Siderúrgica Nacional – Usiminas’ minority shareholder, filed a complaint at CVM – the Brazilian Securities and Exchange Commission – on November 10, against the Italian-Argentine group Ternium – Techint, requesting a precautionary measure and the immediate suspension of the controlling shareholder’s political and economic rights in the steel mill. CSN also requested that CVM recognizes that Ternium must promote a takeover bid of Usiminas’ ordinary stock.
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    Apimec 23rd Congress to focus on the paths for Brazil to recovery growth    

Biennial event takes place in the city of Porto Alegre (State of Rio Grande do Sul), on December 1 and 2
Information on the website

Now that the Brazilian elections are over, it’s time to speculate less and work harder on recovering Brazil’s growth. For this reason, topics such as the financing via the capital market for small and medium companies, management and governance in the public sector, in addition to more specific topics of the industry, such as complementary social security models and asset pricing, are likely to be the focus of discussions nationwide. These themes will be also guiding Apimec Congress’ program.

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