Corporate Restructuring

The valuation that corporate legislation requires.

Valuation reports for corporate operations required by law: incorporation, merger, spin-off, contribution of assets, change of control, public tender offers, dissenting-shareholder reimbursement. Under the Brazilian Corporations Law, CVM Instructions and recognized independent valuation standards.

Merger, Spin-off and Incorporation

Net worth and exchange-ratio valuation reports in mergers (art. 228), incorporations (art. 227) and spin-offs (art. 229), including common-control cases (art. 264) with economic value assessment.

Brazilian Corporations Law arts. 8, 227-229, 264 · CVM 319/99 · CVM 320/99

Capital Contribution of Assets

Independent valuation of assets (real estate, shares, intangibles) contributed to share capital: at incorporation or in capital increases.

Brazilian Corporations Law arts. 7, 8, 88, 170

Change of Control

Economic justification of the price paid to acquire control of another company (art. 256), with multi-method foundation. Support for shareholder deliberation and withdrawal rights.

Brazilian Corporations Law art. 256 · CVM Reg. 80

Public Tender Offer & Dissenting-Shareholder Reimbursement

Valuation for Public Tender Offers (delisting, increase in shareholding, change of control) and for dissenting-shareholder reimbursement at economic value.

Brazilian Corporations Law arts. 4, 45, 254-A · CVM Resolution 85

Disciplines involved

This service line mobilizes, depending on the mandate, the following technical valuation disciplines:

Business & Intangibles Valuation Explore →
Real Estate Appraisal Explore →
Fixed Assets/Inventory Explore →

Representative cases

Case · Corporate Reorganization

Industrial sector group: incorporation report of a subsidiary with economic-value foundation

Case · Asset Contribution

Holding company: valuation of real estate for contribution to share capital

Case · Tender Offer

Listed company: technical support in a delisting public tender offer

Contact

Carlos Bernardo Gonçalves

Managing Partner

carlos.bernardo@cbgvaluation.com