Post by xyz3600 on Feb 25, 2024 6:49:48 GMT
Object of controversy, the issuance of Provisional Measure 892/2019, whose purpose is to exempt corporations (with shares traded on the Stock Exchange or not) from publishing balance sheets and other documents in the Official Gazette and mass circulation newspapers, is not illegal, but contains specific provisions that need to be analyzed, otherwise it will contradict the principle of hierarchy of laws. In general terms, MP 892 changed the Corporations Law, with regard to the publication of balance sheets and corporate acts in printed newspapers — said rule, in fact, had already been the subject of a similar change with the approval , on April 24, of Law which relaxed the rules for such publications, but set January as a milestone for its provisions to come into force, with the exception that the balance sheets would be published in a summarized version in the printed newspapers and in full on their respective websites.
In turn, MP 892, which comes into force immediately, established the end of the mandatory publication of corporate/accounting documents in periodicals, leaving publicly traded companies obliged to publish documents electronically on the Securities and Exchange Commission websites ( CVM) and B3, and those with private capital, to comply with the procedure that must be established by the Ministry of Economy. The paradigm Middle East Mobile Number List shift brings less bureaucracy and reduces costs for companies and, in general, is well supported from a legal point of view, despite the questionable nature of dealing with the issue by MP after Congress has legislated on the topic so recently. However, the wording of the MP raises two points that require attention. First point: the MP gave the CVM the ability to “govern which acts and publications must be filed in the trade registry”; that is, to determine the corporate acts and publications that must be filed with the Commercial Board.
However, Law 6,404/76 itself already prescribes the acts that must be published and filed in the trade registry, such as minutes of ordinary general meetings, changes to the bylaws and election of administrators, among others. In other words, the MP gives an administrative body the power to issue infra-legal norms that, eventually, may be contrary to the provisions set out in law, which violates the principle of hierarchy of norms.Second point: the new paragraph 4 of the same article of Law 6,404/76 as amended by the MP gives the Minister of Economy the power to “discipline the form of publication and dissemination of acts relating to closed companies” — in this case, the adoption of the term “disclosure of acts” together with the term “publication” appears, at first analysis, to be an inaccuracy, requiring further discussion regarding it, as “disclosure” is not a term adopted by the Corporations Law when dealing with registration or publications of corporate acts and, in MP 892/19, there is no clarity about their application or interpretation.
In turn, MP 892, which comes into force immediately, established the end of the mandatory publication of corporate/accounting documents in periodicals, leaving publicly traded companies obliged to publish documents electronically on the Securities and Exchange Commission websites ( CVM) and B3, and those with private capital, to comply with the procedure that must be established by the Ministry of Economy. The paradigm Middle East Mobile Number List shift brings less bureaucracy and reduces costs for companies and, in general, is well supported from a legal point of view, despite the questionable nature of dealing with the issue by MP after Congress has legislated on the topic so recently. However, the wording of the MP raises two points that require attention. First point: the MP gave the CVM the ability to “govern which acts and publications must be filed in the trade registry”; that is, to determine the corporate acts and publications that must be filed with the Commercial Board.
However, Law 6,404/76 itself already prescribes the acts that must be published and filed in the trade registry, such as minutes of ordinary general meetings, changes to the bylaws and election of administrators, among others. In other words, the MP gives an administrative body the power to issue infra-legal norms that, eventually, may be contrary to the provisions set out in law, which violates the principle of hierarchy of norms.Second point: the new paragraph 4 of the same article of Law 6,404/76 as amended by the MP gives the Minister of Economy the power to “discipline the form of publication and dissemination of acts relating to closed companies” — in this case, the adoption of the term “disclosure of acts” together with the term “publication” appears, at first analysis, to be an inaccuracy, requiring further discussion regarding it, as “disclosure” is not a term adopted by the Corporations Law when dealing with registration or publications of corporate acts and, in MP 892/19, there is no clarity about their application or interpretation.