Transparência e Governança

Case studies

TCP/TCO

In this case, in which the CVM blocked the transaction, the exchange ratio was defined by the controlling shareholder with the aim of reducing the acquisition price and disadvantaging the preferential shareholders.

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TIM

TIM’s migration to Novo Mercado is a good example of an operation in which the controlling shareholder did not try to increase its share to the disadvantage of the minority shareholders, but rather followed the best practices of corporate governance.

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VASP

This is a classic case of conflict of interest, with unanimous decisions in favor of the minority shareholder, even if they were made way too late.

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Ipiranga

In this merger procedure, the controlling shareholders seem to have used the so-called “backwards expert report” for their own benefit: the reduction in the purchase price of the incorporated company in detriment to the interests of the minority shareholders.

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OI/BrT

In this recent case, the minority shareholders’ rights should be respected in a number of areas: in the establishment of the exchange value proposed for the conversion of papers; in the very way in which the process was conducted for the definition of the exchange value; in the different forecasts made on the company’s ability to generate revenue; and in the evaluation model used.

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