By Brazil Stock Guide – Brazil’s Federal Court of Accounts (TCU), a public oversight body that reviews government and regulatory actions, has dismissed a claim challenging a decision by the country’s securities regulator, the Comissão de Valores Mobiliários (CVM), regarding a mandatory tender offer for shares of Ambipar (AMBP3).
The unanimous ruling by one of the TCU’s panels validates the procedure adopted by the regulator and reinforces its technical autonomy — a key issue for investors focused on regulatory governance in Brazil. The claim had been filed by federal lawmaker Caroline de Toni (PL-SC).
Dispute over tie-breaking vote
The controversy stems from a CVM board decision in July 2025, when the regulator reviewed an administrative appeal related to Ambipar’s mandatory tender offer. The claim argued that the outcome was flawed due to procedural irregularities, particularly the use of a “tie-breaking vote” — a mechanism that allows the presiding officer to break deadlocks.
The challenges focused on three main points: the legitimacy of the acting chair to exercise the tie-breaking vote, the alleged occurrence of a “double vote” (as both director and acting chair), and the exclusion of an alternate director from voting, which allegedly affected quorum.
Technical interpretation prevails
TCU’s technical staff concluded that CVM rules clearly assign the tie-breaking vote to whoever is presiding over the session at the time of a deadlock — not to the individual who initiated the proceeding. As such, there is no vested right for a former officeholder to cast a vote after leaving the position.
The ruling also confirms that the accumulation of roles as director and acting chair is permitted under CVM rules, ensuring continuity in decision-making. The exclusion of the alternate director was deemed appropriate to avoid duplicate voting within the same board seat.
Another key point was CVM’s interpretative autonomy: diverging from a legal opinion issued by its internal legal office does not constitute illegality, but reflects the board’s authority to interpret its own rules.
Signal to the market
The decision closes, at least administratively, a dispute that could have set an important precedent for regulatory governance in Brazil’s capital markets. For investors, the key takeaway goes beyond Ambipar: the TCU refrained from interfering in the CVM’s technical judgment, preserving its institutional independence.
That stance helps reduce uncertainty around the regulator’s role in complex cases — particularly those involving tender offers, minority shareholder protection and corporate restructurings — reinforcing predictability in Brazil’s market framework.
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