Inspired by the UK experience with the Takeover Panel, the Brazilian Securities Commission (“Comissão de Valores Mobiliários”) encouraged the market to self-regulate and tackle M&A and corporate restructuring transactions. Over the last 03 years, the Brazilian Stock Exchange -B3, the Brazilian Financial and Capital Markets Association – ANBIMA, the Association of Capital Markets Investors – AMEC, the Brazilian Institute of Corporate Governance – IBGC have discussed and (under coordination of Mr. Nelson Eizirik) agreed on a Code designed for application on the basis of a voluntary self-regulation model.
On July 10th, 2012, the Brazilian Securities Commission stated its public support for Brazilian Takeover Panel in its Board meeting.
In May, 2013, Takeover Panel Sponsors Association – ACAF was executed as a non-statutory non-for-profit entity organized under private law for the purpose of organizing, maintaining and administering the Brazilian Takeover Panel (“Comitê de Aquisições e Fusões – CAF”). The founding sponsor members of the Takeover Panel Sponsors Association are Brazilian Stock Exchange- B3, the Brazilian Financial and Capital Markets Association – ANBIMA, the Association of Capital Markets Investors – AMEC and by the Brazilian Institute of Corporate Governance – IBGC. The Takeover Panel Sponsors Association encompasses:
- the Brazilian Takeover Panel or Panel, an independent body in its decisions;
- Office of the Panel Directory, which is tasked with providing administrative and technical support to the Panel;
- the Administrative and Supervisory Board, whose responsibilities include supervising cases of potential, actual or perceived disqualification, if necessary.
On July, 2013, the Brazilian Securities Commission approved the terms and conditions of a Cooperation Agreement. On August 27, 2013, the Brazilian Securities Commission and the Takeover Panel Sponsors Association, ACAF, the entity which will provide technical support for the Panel, executed a Cooperation Agreement. This Cooperation Agreement, among other things, establishes that Corporate Restructuring Transactions with Related Parties (as defined in the Panel Code) which the Panel deems to be compliant with the principles and rules of the Panel Code will enjoy presumption of regularity by Brazilian Securities Commission.
On January 21, 2014, the Full Panel enacted the Internal Ruling, Release Directive and 04 Guidance Notes. The Office of the Panel Secretary has also enacted its first Communication.
The International Corporate Governance Network (“ICGN”) on April 17, 2014, as an international organization whose mission is to inspire and promote effective parameters of corporate governance around the world, expressed his public support for the CAF. The letter of support is available here.
Aberdeen Asset Management, the largest third party asset management company in the United Kingdom, May 18, 2015, expressed his public support, recommending the accession of Brazilian companies to CAF. The letter of support is available here.
The ABRAPP, Brazilian Association of Supplementary Pension Funds, consisting of 265 members, also expressed his public support for CAF on June 10, 2015, considering that it is important to development of corporate governance in the Brazilian capital market. The letter of support is available here.
One of the largest UK Asset Management firms, focused on equity management for institutional clients and long tradition in emerging markets. It as the first foreign specialized Asset Management firm to set up a research office in Brasil (1994) and to develop a local asset management business (1999). The letter of support is available here.
APIMEC is one of the most traditional entities of the Brazilian Capital Markets. It represents the investment analysts, being responsible for company meetings, analysts certification and supervision, according to an agreement with the CVM- the market regulator. The letter of support is available here.
Western Asset Management manages US$ 452billion worldwide, being one of the world largest fund managers. In 2005, it acquired the Citibank asset management division, becoming a relevant player in the Brazilian institutional clients segment. It was ranked as the 10th Asset Management firm by AUM, in 2015 edition of the Investidor Institucional Magazine, holding a portfolio of R$36billion.
Western issued a support letter to CAF in October 2015. Here.
PREVI is the Pension Fund sponsored by Banco do Brasil, the largest Brazilian bank. PREVI had, by the end of 2014, R$ 168billion under management and 82 thousand participants, beeing the largest Pension Fund in Brazil. It has been a relevant supporter of corporate governance enhancement iniciatives. PREVI issued a support letter to CAF in December 2015. Here.
JGP – Independent Asset Management firm, with close to R$ 6 billion of assets under management, being around R$ 2 billion of them from Equity Funds. The firm has a fundamental approach and follows a long term view investment strategy. JGP issued a support letter to CAF in March 2016. Here.
Leblon Equities is an independent Brazilian asset management firm, with approximately R$600million of assets under management, spread among Equity Funds and Private Equity Funds. Leblon Equities issued a support letter to CAF in March 2016. Here.
Hermes Investment Management is owned by and is the principal fund manager for the Britsh Telecom Pension Scheme, one of the biggest in the UK. Hermes also represents 43 pension funds from Europe, Canada, US and Australia, engaging with investee companies on environmental, social and governance matters. Hermes is very active in the corporate governance international foruns. Hermes issued a support letter to CAF in June 2016. Here.
SPX Investimentos is a Brazilian independent Asset Management firm, with around 12 billion reais (approx. 3.7 billion USD) under management. SPX follows a fundamental investment policy. SPX issued a support letter to CAF in July 2016. Here.
Economus is a Brazilian pension fund, founded in 1977, responsible for the administration of pension funds and assistance of the employees of Banco Nossa Caixa S/A, which in 2009 was merged into the Banco do Brasil S/A . ECONOMUS issued a support letter to CAF in October, 2016. Click here.
PETROS is the second largest pension fund in Latin America, created in July 1970, and serves approximately 150,000 people, of whom 86,000 are active and 64,000 are retirees and pensioners. It is a non-profit foundation that operates exclusively in the area of complementary pension and with that, the profitability of the investments is fully reversed for the managed plans. Since August 2016, the Presidency of PETROS was changed and provided for the inclusion of market professionals in order to improve corporate governance. PETROS supported CAF in February 2017. Here Support letter.
The “Fundação Vale do Rio Doce de Seguridade Social – Valia” is a private supplementary pension fund, founded by Companhia Vale do Rio Doce (currently “Vale”), in favor of its employees. Valia expressed support for the CAF in June in the letter that follows.
The Brazilian independent manager Bahia Asset, the new brand of BBM Investimentos, winner of the Top Management Award for 4 consecutive years, supported the CAF in July 2017. Here the support letter.
ABVCAP (Brazilian Association of Private Equity and Venture Capital) is a non-profit entity active since the year 2000, which aims to develop the long-term investment activity in Brazil, in the modalities covered by the concepts of private equity, venture and seed capital. He manifested his public support to the CAF in July 2017. Letter of support.BVCAP (Brazilian Association of Private Equity and Venture Capital) is a non-profit entity active since the year 2000, which aims to develop the long-term investment activity in Brazil, in the modalities covered by the concepts of private equity, venture and seed capital. Manifested his public support to CAF in July. Support letter here.
CVC Capital Partners is one of the world’s leading private equity and investment advisory firms. Founded in 1981, CVC today employs over 420 people throughout Europe, Asia and the US. The CVC team’s local knowledge and extensive contacts underpin a proven 35-year track record of investment success.. He offered a support letter to CAF in August.
ROBECO Institutional Asset Management was founded in Rotterdam in 1929. It is an international Asset Management offering a wide range of investments. Its main feature is a “pioneering but cautious” approach, and puts research at the heart of everything it does. They firmly believe in investment in sustainability, quantitative techniques and constant innovation. ROBECO supported CAF in September 2017 – support letter follows.
BRAiN Brasil is a private sector organization that promotes the creation of an international investment and business center in Brazil and a network of poles in the region. The work of the BRAiN institute is organized in commissions and working groups as a way to achieve its objectives to transform Brazil into an investment and business center for Latin America, with global connections, benefiting the entire region. BRAiN supported CAF in September 2017 – support letter follows.
Vinci Partners, Brazilian asset, with R$ 21,1 bi under its management, in March 2018, expressed its public support to CAF. Click here.
Tagus Investimentos, an independent asset manager with a focus on Brazilian companies and assets, working in partnership and partnership with Dunas Capital, a leading investment fund manager with European research and distribution and operations in the financial and real estate segments, supported CAF in May 2018. Here is the letter.
Advent International started its activities in Brazil in São Paulo, 1997 and has since invested over 25 companies in Brazil and other Latin American countries. The São Paulo office is part of the Latin American group with four offices and 40 investment professionals, representing the largest private equity team in the region. Advent publicly supported the CAF in May 2018. Here Support letter.
Founded in 1985, Comgest is an independent international asset management group with entities in Paris, Dublin, Hong Kong, Tokyo and Singapore. Comgest is characterized by its unique approach to “long-term quality growth” through its unrestricted style across all stock portfolios. Serves a diversified base of long-term investor clients around the world. Comgest publicly supported the CAF. Follow the Support letter.
Also in July, the CAF received a support letter from FIL – Fidelity International. Founded in 1969 as the international arm of Fidelity Investments, founded in Boston in 1946, Fidelity International became independent from the American organization in 1980 and today is mainly owned by management and members of the original founding family. Responsible for total customer assets of: $ 430.7 billion * more than 2.2 million customers in Asia Pacific, Europe, Middle East and South America. Support letter follows.
T. Rowe Price, currently US $ 1.07 trillion under its management, 21 years of experience and presence in 48 countries, and R$ 13 billion in Brazilian listed companies, has just sent public and institutional support to CAF in August 2018. Support letter follows.
Constellation is one of the most traditional fund managers in Brazil, with one of the few managers with more than 25 years of experience in Equity management. The company was founded in 1998 and is structured as a partnership and its main shareholders are its executives. Its funds have AUM of R $ 3.8 billion, with 72% of institutional investors. Constellation publicly supported the CAF in October 2018. Support letter here.
The Brazilian Institute of Finance Executives (IBEF) has been founded in 1971 and brings together CFOs, CEOs, VPs and Directors of the Brazil’s leading companies. IBEF supported the CAF in November 2018. Click here to read the Support Letter.
FUNCEF is the third largest pension fund in Brazil and one of the largest in Latin America. FUNCEF was created on July 15, 1977 with the purpose of managing the pension plan of CAIXA’s employees. Today it has total assets of more than R $ 61.7 billion and approximately 135 thousand participants. FUNCEF supported the CAF in December 2018. Here is the support letter.
Duff & Phelps is the global consultant who protects, restores and maximizes customer value in the areas of valuation, corporate finance, regulatory affairs, and other governance issues. It has been operating since 2018 and has nearly 3,500 professionals in 28 countries around the world. Offered support letter to CAF in January 2019.
CAF, the Brazilian Takeover Panel and Previc, the National Superintendency for the Complementary Pension Fund System, signed a cooperation agreement aimed at promoting and fostering the capital markets and the private complementary pension fund system, known in Brazil as EFPCs. The agreement is aimed at promoting the best corporate governance practices applicable to tender offers and corporate reorganization transactions involving listed companies. Agreement signed in February 2019.
Genesis Investment Management is a manager who focuses on emerging market equity investment for institutional investors and has environmental, social and governance (ESG) considerations as the guiding principles of their actions. He offered a support letter to CAF in May. Letter here.
Cartica Management (cartica.com), a Washington DC-based asset management, was founded by a team that specializes in emerging markets and corporate governance. According to her website, Cartica actively engages with investee teams to drive long-term, improved corporate governance enhancements, environmental and social factors. Its CEO Teresa Barger endorsed the support letter to CAF.