CVM Orienting Opinion 36

ORIENTING OPINION NO. 036, OF JUNE 23, 2009.

Statutory provisions that impose a burden on shareholders who vote in favor of the suppression of the share dispersion protection clause.

In recent years, the bylaws of various companies have come to contain share dispersion protection clauses that require an investor who acquires a certain percentage of the shares in circulation to make a public offer to purchase the remaining shares.

In addition, some bylaws include ancillary provisions to these clauses, imposing a substantial burden on shareholders who vote in favor of the suppression or alteration of the clauses, namely, the obligation to make the public offer previously provided for in the bylaws.

The CVM understands that the concrete application of these ancillary provisions is not compatible with several principles and norms of the current corporate legislation, especially those provided for in Articles 115, 121, 122, I, and 129 of Law No. 6,404, of December 15, 1976.

For this reason, the CVM will not impose penalties, in administrative sanctioning proceedings, on shareholders who, in accordance with the legislation in force, vote for the suppression or alteration of the share dispersion protection clause, even if they do not carry out the public offer provided for in the ancillary provision.

Approved by the Collegiate Body in a meeting on June 23, 2009.

Original signed by

MARIA HELENA DOS SANTOS FERNANDES DE SANTANA
President