The Brazilian Takeover Panel will exercise its supervisory functions exclusively upon request. The mechanisms to request statements from Brazilian Takeover Panel are:

  • Prior Consultations;
  • Consultations;
  • Complaints.

“Consultation” means a written request for advice addressed to the Panel concerning the interpretation or application of any of the Core Principles or Rules of the Panel Code in relation to any particular case or issue submitted to the Panel with the objective of determining the clear meaning of a rule, or the proper procedure applying to such case or issue. A Consultation shall only be submitted to the Panel after the transaction has been released and disclosed to the market.

The subject matter of a Consultation may relate to specific aspects of procedures applicable with regard to such disclosed Tender Offer or Corporate Restructuring Transaction, or otherwise refer to the entirety of a proposed Tender Offer or Corporate Restructuring Transaction.

The consulter must file the consultation in hardcopy form or by email. The Panel Chair will make a previous analysis and, if the consultation is accepted, he or she will designate a Decider, who can be 1, 3 or 5 Panel members. From the designation, the Decider will have 10 business days to respond to the Consultation.

A motion to review shall be available for filing against monocratic decisions of the Panel Chair or the Decider summarily rejecting a Consultation.

There is more information about this procedure from article 97 to 104 and from article 120 to 134 of the Panel Code, Release Directive 001 and Communication 001.


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