Principles

The Panel Code is based on Core Principles, which shall prevail over the letter of the Rules and guide the conduct and practices to be observed by those that are involved in Tender Offers and Corporate Restructuring Transactions subject to application of the Code of Practices, and by the Panel when exercising its regulatory authority and, at the instigation of interested parties, its supervisory authority.

The Core Principles are:

  • Tender Offers and Corporate Restructuring Transactions must ensure equal treatment to all shareholders of the same class and equitable treatment to all shareholders of other types or classes of shares;
  • Shareholders have the final word on whether to accept a Tender Offer or carry out a Corporate Restructuring Transaction; the Directors and Officers of an Adherent Company, and any other parties involved in the transaction must not take action designed to frustrate the supreme decision-making authority of the shareholders;
  • Sufficient information about a Tender Offer or Corporate Restructuring Transactions must be provided to all shareholders in a uniform manner, so as to enable them to reach on their own a properly informed and considered decision on the acceptance of the Tender Offer or the carrying out of the Corporate Restructuring Transactions;
  • Shareholders must have sufficient time to reach on their own a properly informed and considered decision on the acceptance of the Tender Offer or the carrying out of the Corporate Restructuring Transactions;
  • The board of directors of an Adherent Company must express a reasoned opinion advising the shareholders of its views on the likely effects of implementing a Tender Offer or Corporate Restructuring Transactions on the Adherent Company and its business;
  • The parties involved in a Tender Offer or Corporate Restructuring Transactions must refrain from actions that would be susceptible to constitute abuse of rights or market manipulation in relation to the securities issued by any of the companies involved in the transaction, or to entail insider trading or misuse of privileged information for one’s own or a third party’s advantage;
  • A Tender Offer or Corporate Restructuring Transactions must not unduly or adversely affect the normal course of business of an Adherent Company or the normal course of dealings on the securities markets; announcements of spurious or merely speculative offers, and offers which remain open for longer than would be reasonable must be avoided;
  • Information included in valuation reports presented within the scope of Tender Offers and Corporate Restructuring Transactions must be consistent, complete, accurate, current, clear and objective;
  • Valuation experts tasked with preparing valuation reports within the scope of Tender Offers and Corporate Restructuring Transactions must care to ensure absolute absence of conflict of interest, as any such conflict would disqualify them for loss of independence;
  • The Panel shall perform expeditious analyses and processes which shall be conducted in a cost effective manner for the interested parties and based on the shortest possible deadlines to be observed by the parties within reasonable criteria;
  • The Panel will act to ensure the confidentiality of its own deliberations and procedures, prevent information leaks detrimental to the legitimate interests of the parties, and ensure such confidentiality is sustained until the end of the decision-making process, unless prior consent for a disclosure shall have been given by the interested parties;
  • Administrative Proceedings processed before the Panel must observe the principles of adversarial proceedings and right to full answer and defense;
  • On performing their role, Panel members must act with independence, impartiality, discretion, diligence and skill, and issue reasoned decisions.
Tel.: 11 2565-4810 | e-mail: atendimento@cafbrasil.org.br | Rua XV de Novembro, 275, 6º andar - Centro - CEP: 01013-001 - São Paulo - SP
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