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If the transaction involves investment funds, the gross revenues of the following entities must beconsidered: (i) funds under the same management; (ii) the managing entity; (iii) investors that hold,directly or indirectly, more than 20% of at least one of the funds mentioned in item (i); and (iv) theportfolio companies in which the fund holds, directly or indirectly, at least 20% of the total or votingshares.Even though notifiable transactions are not allowed to be consummated before CADE issues its finaldecision, Law 12,529/2011 gives the reporting Commissioner the option to allow the parties toconsummate the transaction prior to CADE's decision in complex cases. However, in this case, therewill be limitations on asset liquidation; integration of activities; layoffs; closing of points of sale;extinction of brands or product lines; and/or changes in marketing plans.Under CADE's regulations, transactions involving public offerings may be consummated prior toCADE's clearance provided that the purchaser refrains from exercising any voting rights in relation tothe acquired shares or exercises such rights – subject to CADE's prior approval – solely for thepurpose of safeguarding the investment made.Finally, differently from Law 8,884/94, the pre-merger control system introduced by Law 12,529/2011imposes no deadline to notify a transaction. The maximum period of time for CADE to review anotified transaction is 330 calendar days from the notification date (the initial period of 240 days maybe extended by 60 or 90 days).However, so far CADE has reviewed fast-track cases – transactions that are less likely to raisecompetition concerns – in approximately 30 business days.3. COMPANIESBrazilian law provides for different forms of association for the conduct of economic activities gearedto the production or circulation of goods and services.Among the corporate entity types of companies, the most recommendable are the corporation(“sociedade anônima – S/A”) and the limited business company (“limitada - LTDA.”), which may betransformed from one type to the other, as set forth in law.Companies that develop business activities are subject to registration at the Commercial Board(“Junta Comercial”)10

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