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Precedente Inovador Para Empresas de Auditoria

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7/21/2015 9:00 PM Demarest News

 

​Ground-breaking Precedent for Audit Firms

We would like to share with you an important decision for Audit Firms,  issued this week by Cade in relation to a Merger Case we represented PwC.  

Cade recognized that the PwC Network should be considered, for the purposes of the Antitrust Law for merger control, as an Economic Group.  In other words, it means that any transaction (merger, acquisition, change of control) occurring between companies of the same network will not require merger review by Cade, regardless of any other criteria established by the law. A similar understanding had already been adopted by the European Commission, for instance, but this is the very first time this is recognized in Brazil.  
 
The decision took place in the context of a transaction within the PwC Network. A foreign holding company that belonged to the Group decided to transfer, to the local Network companies  the entities of Booz & Co Group acquired in 2013 and under its direct control. Following the acquisition in 2013, the Booz&Co companies were renamed to PwC Strategy&.
 
The importance of the precedent lays in the fact that although the companies operate in the market under a single brand and in coordination, the concept of economic group adopted by Cade takes into consideration objective criteria, namely: control and ownership interest of at least 20 %. These criteria are not necessarily verified among the so-called “Big Four”, due to the lack of corporate relations between the member-companies in most cases. Indeed, there was a doubt whether such networks would be seen as Economic Groups in the eyes of Cade.
 
In the Strategy& case Cade pondered that  despite the lack of centralized control, the level of integration and interdependence among member companies can set an "external control" of the Network over each entity, as to join the Network they need to follow default patterns of behaviour, ethics, quality, etc.

 

We are at your disposal for further information.

Demarest Advogados

 

Mario Nogueira ​mnogueira@demarest.com.br ​55 11 3356-1519
Bruno Drago ​bdrago@demarest.com.br ​55 11 3356-1776
Paola Pugliese ​ppugliese@demarest.com.br ​55 11 3356-2084
Milena Mundim ​mmundim@demarest.com.br ​55 11 3356-2092
Paula Salles pasalles@demarest.com.br ​55 11 3356-2125
 

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