A utilização da incorporação de ações como meio para promover o fechamento de capital sem a realização de OPA
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Data
2012-06
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Orientador(res)
Nascimento, João Pedro Barroso do
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The purpose of this study is the analysis of the transaction of merger of shares, as provided by article 252 of the Law no. 6,404/76 (Brazilian Corporation Law) and its use as a mean of promoting the delisting of a company. The merger of shares is a corporate transaction through which the totality of shares of a given company is merged into the assets and liabilities of another company, duly incorporated in accordance to the Brazilian laws. The merger of shares may lead to the delisting of the 'target' company. Before this possible outcome, controllers and minority shareholders have discussed about the legitimacy of the delisting through the merger of shares, and the necessity of performing a tender offer for the acquisition of the shares as a condition to the transaction. The different doctrinal views and main precedents of the Securities and Exchange Commission on this matter are analyzed in order to reach a conclusion as to the legitimacy of the transaction of the merger of shares and the necessity or not to perform a tender offer for the acquisition of shares as a condition to cancel the registration of the company as a publicly-held company.