Transparência e Governança

Here we will be presenting the most recent cases which may involve and illustrate the need to preserve and guarantee minority shareholders’ rights, their developments, what is behind them, the consequences for the minority shareholders involved, the results gained by the controlling shareholders and the positions adopted by the regulatory agencies. We will also include cases where the principles of corporate governance have prevailed in favor of the minority shareholders, in order that these initiatives may be recognized and serve as an example for other similar transactions in the future.

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In this merger procedure, the controlling shareholders seem to have used the so-called “backwards expert report” for their own benefit: the reduction in the purchase price of the incorporated company in detriment to the interests of the minority shareholders.

In this recent case, the minority shareholders’ rights should be respected in a number of areas: in the establishment of the exchange value proposed for the conversion of papers; in the very way in which the process was conducted for the definition of the exchange value; in the different forecasts made on the company’s ability to generate revenue; and in the evaluation model used.

In this case, in which the CVM blocked the transaction, the exchange ratio was defined by the controlling shareholder with the aim of reducing the acquisition price and disadvantaging the preferential shareholders.

TIM’s migration to Novo Mercado is a good example of an operation in which the controlling shareholder did not try to increase its share to the disadvantage of the minority shareholders, but rather followed the best practices of corporate governance.

This is a classic case of conflict of interest, with unanimous decisions in favor of the minority shareholder, even if they were made way too late.

Case - UOL – Who should decide? Does Level 2 of the Novo Mercado really offer better governance in dispute situations? The importance of fighting for your rights.