BMA Review #83: The evolution of ESG clauses in infrastructure concessions, Stock Option Plans and more articles
Awareness of ESG issues is essential to any business in the 21st century, and the use of ESG provisions in infrastructure contracts is the front-page article of the 83rd edition of BMA Review, our quarterly publication.
The changes introduced by Brazil’s new rules on electronic service of court documents, the next chapter in the ongoing search for legal certainty for stock option plans, and a review of the new V+ Guide on non-horizontal concentrations issued by Brazil’s antitrust authority are just some of the topics explored by our lawyers in this edition.
Recent adjustments in the governance of BMA Diversity, our committee for working with diversity as an instrument of social transformation, are also part of this quarter’s Review. Click here to read the entire edition or scroll down to have a look at each article. Click on the title to read the articles that interest you, and don’t hesitate to contact us if you have any questions.
INSTITUTIONAL
BMA Diversity elects leaders for its ambassador groups: Meet the leaders of the LGBTQIAPN+ cause
By Mariana Brugger, for BMA Diversity
The leadership roles will be taken up by people from various areas within the firm, who will be responsible for leading initiatives, promoting dialogue on diversity, and helping to create a welcoming and inclusive environment for all.
TAX
Stock Option Plans and the next chapters in the search for legal certainty
By Vivian Casanova and Natalia Ferro
Currently, there are two initiatives that aim to reduce the legal uncertainty surrounding SOPs, one in the courts and the other in Congress.
COMPETITION LAW
Do real estate transactions require antitrust clearance?
By Guilherme Morgulis and Marcela Abras Lorenzetti
Recent decisions show important developments in real estate transactions that require pre-closing clearance, but do not answer all questions.
CORPORATE AND M&A
Retained dividends reignite debate over the allocation of corporate profits
By Felipe Bon and Henrique Beloch
Under the Brazilian Corporations Law (Law 6.404/1976) shareholders’ right to share in their company’s profit is an essential right. This does not mean, however, that they can demand the distribution of all the company’s profits
REAL ESTATE TRANSACTIONS AND TAX
PIS/COFINS tax on revenue from leasing movable and immovable property and the Supreme Federal Court’s recent ruling
By Cristiana Moreira, Vivian Casanova and Carolina Andrade
Law 12.973/2014 had already expanded the concept of gross revenue to include revenue from companies’ main activity or purpose, in addition to the product of the sale of goods and the provision of services in general.
INFRASTRUCTURE AND REGULATORY & GOVERNMENT AFFAIRS
The evolution of ESG clauses in infrastructure concessions
By Ana Cândida de Mello Carvalho and Karla Botrel
Regulations to guide, standardize and encourage ESG practices, with a view to creating a consistent, predictable legal environment, can make a significant contribution to the development of more sustainable infrastructure concessions.
LABOR AND EMPLOYMENT
Are social media friendships evidence of bias in witnesses?
By Fernanda Nasciutti and Matheus Henrique Silva Xavier
When arguing for exclusion of a witness’s testimony, a party can present any type of valid evidence that demonstrates the witness’s lack of impartiality, such as texts and images taken from social networks.
COMMERCIAL CONTRACTS AND FRANCHISES, AND SUPERIOR COURTS
The Ferrari Law and the future of regulation in Brazil’s automotive sector
By André Macedo de Oliveira, Tatiana Dratovsky Sister and Lívia Caldas Brito
The Ferrari Law was enacted at the end of the 1970’s. A recent case in Brazil’s Supreme Court argues that the Law was designed to establish a policy of assistance for the automotive sector, to ensure balanced and harmonious development of the sector
COMPETITION LAW
Brazil’s New Non-Horizontal Mergers Guidelines (V+ Guide)
By José Inacio F. de Almeida Prado Filho
The V+ Guide was eagerly awaited and its reception was positive.
DISPUTE RESOLUTION
What to watch for with Brazil’s new rules on electronic service of court documents
By Renan Frediani Torres Peres, Gustavo Leitão and Nathalia Lenzi
New rules have changed the way companies receive court communications. Along with the risk of missing deadlines, failure to timely acknowledge receipt via the electronic system may lead to the imposition of fines.
DISPUTE RESOLUTION
Changes to the remedy of specific performance: The new paragraph under article 499 of Brazil’s Code of Civil Procedure
By Aécio Filipe Oliveira and Fernando Benites Gonçalves
Law 14.833/2024 amended article 499 of the Code of Civil Procedure, which governs the possibility of converting obligations to do, not to do, or to deliver something into damages, by adding a paragraph that gives the defendant the right to opt for specific performance.
COMMERCIAL CONTRACTS AND FRANCHISES
Sales agency agreements
By Tatiana Dratovsky Sister, Priscila Prado Faloppa, Letícia Gomes de Oliveira and Bianca Galvão Pires
When businesses want to expand, sales agents can take the lead in identifying new markets and customers. Because of the legal implications, however, it is crucial to distinguish sales agency from other types of contract.
CLIMATE AND ENVIRONMENTAL LAW
Legal Uncertainty Surrounding Final Waste Disposal: A Close Look at Brazil's STF Judgment in ADC 42
By Fernanda A. Tanure and Márcio Pereira
The reopening of the Supreme Federal Court's (STF) judgment on the (un)constitutionality of considering waste management as a public utility for intervention in Environmental Protection Areas (EPA) is a crucial opportunity to clarify the distinctions between sanitary landfills and dumps and to demand effectiveness from public policies.
