The Unattainable Quorum: When Debt Becomes a Trap
One of the biggest problems in fixed-income public offering negotiations typically arises after the offering closes: how to deliberate when the required quorum is virtually unattainable? In fixed-income offerings, it’s not uncommon to see deliberation quorums receive little attention during the negotiation of the offering documents. Various changes, such as renegotiated terms, remuneration adjustments, or […]
What will IBS/CBS be like in cost-sharing agreements?
It is common for companies within the same economic group to enter into cost-sharing agreements to optimize the use of their resources and make their activities and business more efficient. This type of agreement aims to regulate the sharing of back-office expenses and ancillary activities, usually centralized by a single legal entity within the group, […]
CVM Approves “Regime Fácil”: A New Path to the Capital Marketsfor Smaller Companies
On July 3, 2025, the Brazilian Securities and Exchange Commission (CVM) approved Resolutions CVM No. 231 and 232, which create the “Regime de Facilitação do Acesso a Capital e de Incentivos à Listagem” (Regime Fácil – or “Facilitated Access and Listing Incentive Regime”). As the name suggests, the goal is to open the capital markets […]
Quinceañera – 15 Years of Candido Martins Cukier
The celebration of a fifteenth birthday is a very common tradition in Brazil and other Latin American countries. In Brazil, it became popular under the name “debutante,” with roots in 19th-century Europe, when families would formally introduce their daughters to society. However, the origins of the fifteen-year-old rite go back much further — to the […]
The End of PIS/COFINS: Now What Should Be Done with the Tax Credits?
Starting January 1, 2027, the Brazilian tax landscape officially enters a new era: the long-standing PIS/COFINS taxes will be phased out and replaced by the new Contribution on Goods and Services (CBS). The news is well known, but it may not yet have been digested with the urgency and attention the moment requires. By the […]
Offshore investment: an old topic, but new features
It comes to no surprise that some Brazilians are constantly considering the possibility of holding part of their assets abroad. Whether it is financial, real estate, or business investment, this is a topic that frequently appears in law firms that work with estate and succession planning, as well as in banks and family offices. There […]
Reverse disregard of the legal entity
Holding the company’s assets liable for the obligations of its partners Is it possible to hold the company’s assets liable for the obligations of its partners? In Brazil, the law establishes that the company’s assets and the assets of its partners must remain separate. This rule, provided for in the Civil Code, is called independence […]
Donating at market value? The Supreme Court will rule on whether income tax (IRPF) should be levied on the advance payment of inheritance
Donating only at market value? Another controversial issue will be decided by the Supreme Federal Court (STF) with general repercussions, with its outcome affecting all other similar cases throughout the country: whether donations of assets and rights in advance of legitimate inheritance should be treated as if they were at market value and whether the […]