Relevant Facts - October 2014
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Amec Opinion – Who pays for the control premium?

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.

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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 – November 19, at Amec’s headquarters in São Paulo, with remote access.
Board of Directors – November 27, at Amec’s headquarters in São Paulo.

Confirmations of attendance must be submitted to rosimeire@amecbrasil.org.br.

   
   
   
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    Lucila Silva to teach for the first class of the course on Corporate Governance for Investors    
   

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.

   
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    Draft of Instruction that regulates the participation and distance voting of shareholders in Shareholders’ General Meetings of listed companies is submitted to public hearing by CVM    
   

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.

   
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    Amec submits letter to CVM questioning the amount of waivers granted by the regulator in Tender Offers    
   

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.

   
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    GT Interagentes publishes guidance document for directors    
   

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.

   
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    CVM issues instruction that includes stock in the list of assets that can be publicly distributed with restricted efforts    
   

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.

   
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    CVM judges the participation of controlling shareholders in Petrobras’ Meetings    
   

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.

   
   
   
    IFRS rejects Amec’s recommendation for its Advisory Board    
   

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.

   
   
   
    Amec celebrates its 8th anniversary    
   

On October 23, members celebrated the 8th 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.

8º aniversário da Amec – Associação de Investidores no Mercado de Capitais
The four CEOs of Amecís history. From left to right: Walter Mendes,
Edison Garcia, Mauro Rodrigues da Cunha, and Luiz Fernando Figueiredo

   
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    IBGC Congress is marked by discussions around value creation through Corporate Governance practices    
   

During two days, 500 attendees and 50 speakers participated in the 15th 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.

   
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    XI CPC International Seminar of International Accounting Standards    
   

Date: November 24, 2014
Organized by CPC and FACPC
Venue: Hotel Renaissance São Paulo - Alameda Santos, 2.233 – Jardim Paulista – São Paulo – SP – São Paulo
Fees:

Categories By Nov 21, 2014
Teachers and students R$ 400.00
Members of entities associate to CPC* and sponsors’ collaborators R$ 600.00
Amec members R$ 800.00
Others R$ 1,300.00

* ABRASCA (Brazilian Association of Publicly-Held Companies), APIMEC (Association of Investment Analysts and Professionals of the Capital Market), BM&FBOVESPA (Brazilian Securities, Commodities and Future Exchange Commission), CFC /CRCs (Federal Accounting Council/Regional Accounting Councils), FIPECAFI (Accounting, Actuarial and Financial Research Institute Foundation), and IBRACON (Brazilian Institute of Independent Auditors).

Information and registrations: Leandro F. de A. Pellizzaro, (55 11) 3628-8882 / leandro@facpc.org.br.

   
   
   
    23rd Apimec Congress – Attract and Grow with Sustainability    
   

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:

CATEGORIES

By November 15, 2014
(10% discount)

At the event
APIMEC OR SUPPORTING ENTITIES’ MEMBERS R$ 450.00 R$ 500.00
NON MEMBERS R$ 900.00 R$ 1,000.00
ACADEMICS
*APIMEC’s members and non members.
*Proof of enrollment required.
R$ 225.00 R$ 250.00

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

   
   
   
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