THE BRAZILIAN TAKEOVER PANEL IS THE LARGEST QUALITATIVE MOVE OF THE BRAZILIAN CAPITAL MARKETS IN TERMS OF CORPORATE GOVERNANCE AND FAIR TREATMENT TO SHAREHOLDERS SINCE THE INCEPTION OF THE “NOVO MERCADO”.
The Brazilian Takeover Panel is a private panel composed of eleven (11) members of well recognized experience and expertise in financial and capital market affairs.
The Brazilian Takeover Panel is a private self-regulatory organization for the Brazilian securities market. The Brazilian Takeover Panel will operate on the basis of a voluntary self-regulation model. Listed companies willing to adhere will be expected to formally and publicly submit themselves to the Panel and its Self-Regulatory Code. The adherence must be public, formal and written in the Company´s Bylaws.
The supporting pillars of the new self-regulation model are expertise, expeditious case processing and decision making, preciseness, fair and equal treatment of shareholders, systemic analysis and, if required, formatting transactions in real time.
Acting upon request, in accordance with the principles and rules set forth in the Panel Code, the Brazilian Takeover Panel shall supervise tender offer processes of any type, as well as mergers, share for share mergers, consolidations or spin offs followed by merger (or corporate restructuring transactions) involving public companies. The Directive Release nº 2014/001 provides procedural rules regarding to the 4 types of request to the Brazilian Takeover Panel: Adherence, Prior Consultations, Consultations, Complaints and Administrative Proceedings. The Communication nº 2014/001 rules Adherence Fee, Annuity, Prior Consultation Fee, Consultation Fee for 2014.