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This Practice Note contains a jurisdiction-specific Q&A guide to corporate governance in Brazil published as part of the Lexology Getting the Deal Through series by Law Business Research (published: May 2020).
Authors: Loeser, Blanchet e Hadad Advogados—Richard Blanchet ; Enrique Hadad; Eduardo Urrutia Depassier
The primary sources of law are the Civil Code (Law No. 10,406/2002), the Corporations Law (Law No. 6,404/1976), the Securities Law (Law No. 6,385/1976) and the Capital Markets Law (Law No. 4,728/1965).
The Civil Code regulates a wide range of topics, such as those related to property, family and obligations. However, it also sets forth the basic corporate governance legal framework applicable to limited liability companies. Although limited liability companies are the most common type of company in Brazil, this type of company cannot go public or raise funds in the capital markets.
The Corporations Law regulates both closely held and publicly listed corporations. It regulates, in a comprehensive way, corporate governance matters that are important for corporations, including shareholder rights, board structures, duties and responsibilities of board members and officers, tag-along rights, public offerings, financial statements and shareholders agreements, among other things. The Corporations Law may also apply
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