Análise Jurídica da Definição de Preço da OPA por Alienação Indireta de Controle de Companhia Aberta

Abstract

The main objective of this study is to conduct a legal analysis of the definition of price in the mandatory public offer (OPA) for the sale of indirect control of a publicly held company, considering Brazilian laws and the regulations of the Comissão de Valores Mobiliários (CVM). In pursuit of this objective, the research begins with an examination of the fundamentals of OPAs, including their definition, types, and legal nature, as well as the historical evolution of this mechanism in Brazil. Subsequently, the research delves into the sale of indirect control, exploring the distinction between Articles 254 and 254-A of Law No. 6,404/1976, as well as the challenges associated with pricing shares when indirect control is transferred. To this end, the study also examines real cases addressed by the CVM in recent years, highlighting the difficulties in defining the appropriate price in these indirect control transactions. Finally, the study presents the main legal provisions related to this issue in other jurisdictions, particularly in the European Union, the United Kingdom, France, Italy, Germany, the United States, and Canada. Finally, the study presents controversial aspects of the legal framework of the subject and the need for efficiency gains in resolving related disputes, aiming to encourage reflections on the current legal structure and improve the existing mechanisms.