Managing the Covid-19 Pandemic in Brazil: Issues and Recommendations for Directors and Officers

Introduction

As in other parts of the globe, the covid-19 pandemic had severe human, social and economic consequences in Brazil. In addition to the tragic death toll and immense human costs brought by the disease, the necessary lockdown measures, closing of non-essential economic activities and other much-needed response actions by governments created a wide range of disruptions in the economy.

The International Monetary Fund (IMF) has predicted a 9.1 per cent reduction in Brazil’s gross domestic product (GDP) in 2020, worse than the overall market expectation – announced in the last ‘Focus Report’ issued by the Brazilian Central Bank – of a 5.05 per cent decrease. According to the Brazilian Institute of Geography and Statistics, companies had to reduce costs to survive, and the national unemployment rate reached 14.3 per cent – a total of 12.8 million people. The economic downturn is worsened by a severe budgetary crisis that could prevent government funding for social recovery actions. The Brazilian government forecasts significantly higher debt and wider deficits due to the covid-19 crisis, and the IMF predicts that Brazil’s external debt could reach 98 per cent of its GDP.

As the situation unfolds and the uncertainty caused by covid-19 continues to affect all industries in Brazil, companies and their senior management face new or enhanced risks and challenges. In striving to cope with such risks and their consequences and manage the ensuing crises, business leaders must keep in mind the legal and fiduciary duties, seeking to ensure ethical, agile, informed and sound decision-making to avoid further negative impacts and lead their people and organisations to a better post-crisis future.

In this chapter, we discuss the scenario above from a Brazilian law perspective. In the first section, we describe the legal and fiduciary duties applicable to senior management in Brazil, and how those duties play out in managing the covid-19 crises from a corporate perspective. We then focus on three areas to which senior management in Brazil should be particularly attentive in decision-making: the labour, compliance and criminal law risks. We conclude by offering recommendations on general crisis management best practices.

Legal and fiduciary duties of senior management and crisis management

Corporate crises are usually defined by their novelty, uniqueness, uncontrollability, and range and scale of impacts on companies and their stakeholders. When dealing with crises related to its activities and known or foreseeable risks, well-managed companies usually resort to preconceived risks matrixes and crisis management plans that guide management’s responses and remediation actions. The recent covid-19 pandemic, however, presented unprecedented challenges that even the best pre-conceived crisis management plan could not have foreseen.

In modern corporate governance practice, there is no parallel situation to guide senior management during a crisis of the scale and reach of the recent pandemic. Never in contemporary times have corporate managers been put to such a test. Therefore, the necessary responses depended in large part on management’s capacity to make innovative and on-the-go decisions without complete information, having in mind their legal and fiduciary duties.

In Brazil, directors and officers are subject to certain duties and may be liable for breaches, as determined by law. The Brazilian Corporations Law (Law No. 6,404/1976) sets forth the following fiduciary duties applicable to senior management:

  • duty of diligence;
  • duty to pursue the company’s interest;
  • duty of loyalty;
  • duty not to act in conflict of interest; and
  • duty to inform.

The Brazilian Securities Exchange Commission (CVM) also considers the business judgement rule when assessing liability. According to such rule, senior management must make well-informed decisions in the best interests of the company and in good faith. Thus, they should take all reasonable steps to become informed about the matter and, in the absence of any conflict of interest, create a rational basis for reaching a decision in the best interest of the company.

When covid-19 struck in Brazil in March 2020, for example, the CVM issued a specific normative instruction related to the effects of covid-19 on the financial statements of listed companies,[2] and how directors and officers should approach their disclosure and information duties. The CVM ruled that companies should consider the applicable risks and financial or operational uncertainties when evaluating assets and provisions of losses. The normative instruction also provides that companies should evaluate whether risks and forward guidance related to covid-19 should be disclosed as material facts to the market. Since then, governments and regulatory agencies at federal, state and municipal levels have issued hundreds of rules and regulations to address several different aspects of the crisis.

In this situation, corporate leaders must consider several factors to fulfil their duties and adequately respond to the covid-19 challenges for companies. First and foremost, how to protect the health of employees and other personnel related to the company’s activities. Second, how to ensure the timely understanding of new rules, regulations and best practices issued by governments and other public organisations and industry groups, especially as they impact the company’s activities. Third, how to ensure business continuity and the fulfilment of the company’s obligations in a scenario of supply chain and distribution disruption, even if it means devising fundamentally new ways of doing business. Fourth, whether, when and how to resume operations and monitor developments going forward. Finally, but not less important, how the company should work with the government and other stakeholders in addressing the wider impacts of the crisis from the social responsibility perspective.

In Brazil, it is still to soon to understand whether and how authorities will assess the performance of directors and officers in their covid-19 response actions and decisions and, if such actions are considered insufficient or improper, how and to what extent authorities will seek to impose liability in administrative or court proceedings. In other jurisdictions, there are already examples of authorities and investors seeking to hold companies and their directors and officers liable for alleged failure to disclose relevant information related to covid-19 (e.g., class actions moved by investors against Norwegian Cruise Lines and Inovio Pharmaceuticals in the United States). However, we believe directors and officers should be particularly attentive to issues related to criminal, labour and compliance risks and liabilities, each discussed in detail below.

Managing criminal law exposure in connection with covid-19

Criminal liability of directors and officers under Brazilian law

When managing the covid-19 crisis and making decisions related to response actions, directors and officers should be mindful of the potential criminal implications that may arise over the next few years. In Brazil, criminal liability is personal and subjective, which means that directors and officers can only be found guilty of a crime if they act with intent or fault (negligence, recklessness or malpractice) either directly or by aiding and abetting. Under the Brazilian Penal Code, a violation can only be attributed to individuals who practise an act or an omission. Criminal liability of companies is an exception under Brazilian law, and only exists for environmental crimes.

Brazilian criminal law determines that an act is also punishable when it poses or increases the risk to a legal right (e.g., life), or when it violates duty of care. Therefore, any act or omission that poses or creates an extraordinary risk can constitute a crime under applicable law. The Brazilian Penal Code also provides that omission could be punishable as a crime if the individual, because of his or her position, has the duty and the means to understand the risks of a legal violation and to take measures to prevent it or make it cease.

Potential individual liability of directors and officers related to the covid-19 crisis

In Brazil, authorities could seek to impose criminal liability to directors and officers if their decisions are found to have unduly exposed workers to the disease and contamination by covid-19 in the workplace. For example, if corporate-level decisions are found to have disregarded applicable social distancing measures set forth by local laws (e.g., municipal regulations) or to have disobeyed orders from government officials (e.g., a police officer or a public health inspector), they can provide ground for the criminal prosecution of the directors and officers involved in the decision-making process.

The Brazilian Penal Code also establishes a penalty of imprisonment for those who unduly expose the life or health of third parties to direct and imminent danger. Directors and officers who know or have enough information available to know that a specific employee (or his or her close family members) has been contaminated by covid-19, for example, but do not prevent the infected employee from attending work may be found guilty of this offence if other employees are infected and suffer health-related issues as a result of the failure to prevent a known risk.

The breach of contagion prevention rules can have even more severe criminal implications, for instance, if the infected person suffers more serious consequences, including death. In the context of the pandemic, companies are expected to adopt all necessary protection measures, such as providing personal protective equipment and revising work posts distancing. The failure to implement such measures can also provide grounds for authorities to seek the criminal liability of directors and officers even without wilful misconduct.

Ancillary criminal liability may also arise from violations of laws that protect the freedom of labour organisation, such as restrictions of workers’ freedom and violations of rights ensured by labour laws. In other words, if the covid-19 crisis prevents the company from complying with certain of its labour law duties (discussed in more detail below), it is essential that directors and officers keep records showing that all efforts were made to fulfil such duties and the reasons why the company was unable to do so.

The spread of covid-19 has also pushed the economy into a recession that may affect companies’ ability to keep up with their taxes or even cause their insolvency. Directors and officers facing this situation must be aware that frustrating creditors’ rights during bankruptcy procedures is also considered a crime punishable by imprisonment in Brazil, even though it requires proof of fraud committed by the debtor. Regarding taxes, although the Brazilian government has adopted measures to relax the enforcement of certain tax obligations during the pandemic, several other tax obligations remain, and directors and officers who fail to ensure compliance with such obligations may also be criminally prosecuted.

The crisis scenario may also favour fraud and corruption by employees and other third parties associated with companies, particularly considering that the Brazilian government prioritised emergency contracting (e.g., individual protective equipment) to contain the health crisis, increasing the risk of crimes related to bribery and corruption, which demands actions from directors and officers to support effective compliance measures during the pandemic (discussed in more detail below).

In recent years, there have been legislative changes in Brazil enabling the resolution of many cases through consensual criminal justice agreements. However, the best solution is always to avoid situations that require the intervention of the criminal justice system in any of its forms. Directors and officers should avoid being in a position of having to decide between an agreement with prosecutors admitting to a violation or an attempt to prove innocence in court. In recent years, there have been legislative changes in Brazil enabling the resolution of many cases through consensual criminal justice agreements. However, the best solution is always to avoid situations that require the intervention of the criminal justice system in any of its forms, as it is unpredictable and can often be unfair. Therefore, directors and officers should avoid being in a position of having to decide between an agreement with prosecutors admitting to a violation or an attempt to prove innocence in court. The best way to do that is to prevent a violation from happening in the first place, by being aware of the applicable laws and implementing adequate controls to comply with them.

Managing labour law exposure in connection with covid-19

Overview of labour and employment legislation in Brazil

The main statutes that regulate labour and employment relations in Brazil are:

  • the Federal Constitution;
  • the Consolidation of Labour and Employment Law;
  • special decrees and laws enacted by Congress;
  • the Civil Code;
  • social security legislation;
  • regulations enacted by ministries and public agencies;
  • collective bargaining agreements;
  • internal policies and practices; and
  • employment contracts and agreements executed between employees and employers.

The enforcement of labour and social security legislation usually happens through the inspection by labour and social security authorities of companies; and the analysis of documents submitted via the internet (by means of a virtual platform referred to as ‘eSocial’), or both. These inspections can be executed randomly or because of complaints (by employees, former employees or third parties). Lawsuits may also become a source for potential investigations. If any violations are found, authorities may impose fines and other administrative sanctions against the company.

Brazilian labour and employment response to the covid-19 crisis

Provisional Measure No. 927 (PM 927) was the federal government’s first response to the covid-19 pandemic in connection with labour and employment matters. Published in late March, it had the purpose of making labour and employment provisions more flexible during the state of emergency, which is expected to end on 31 December 2020. In general, PM 927 aimed to secure jobs and income, by ensuring temporary savings on the employers’ budget and, by doing that, avoiding layoffs. Furthermore, it expressly classified the covid-19 pandemic as force majeure, allowing the adoption of exceptional measures to help companies cope with the practical challenges of the state of emergency.

However, PM 927 expired on 20 July 2020, since Congress did not reach a consensus on approving its conversion into federal law. It is still uncertain whether an action taken during PM 927’s lifetime will continue to produce effects until the end of the state of emergency. Directors and officers of companies that took such actions with their employees during this period should evaluate options to mitigate litigation risks and potential inspections by the labour and employment authorities.

On 1 April 2020, the federal government enacted Provisional Measure No. 936 (PM 936), with the purpose of implementing alternatives to ensure temporary savings on employers’ budgets during the state of emergency arising from the covid-19 pandemic. PM 936 has allowed employers to reduce the employees’ salaries according to a proportional reduction in their work duration, for up to 90 days (reduction); or suspend the employment agreements for up to 60 days (suspension), or both.

If both reduction and suspension are implemented, consecutively or not, the parties must observe the maximum period of 90 days. Such measures may be implemented by means of collective bargaining agreements, or even by individual agreements, depending on the employee’s salary and education level.

PM 936 also provides for a financial aid to be paid by the federal government in favour of employees who fit certain eligibility criteria. All employees affected by the reduction or suspension, or both, are also protected by a temporary job tenure that lasts for as long as the reduction or suspension and for an equivalent period after the resumption of the employment to its regular conditions.

Unlike PM 927, PM 936 was converted into Federal Law No. 14,020 on 6 July 2020. It has extended and ratified the provisions of PM 936 related to reduction and suspension, except for a few changes in connection with the procedures and requirements for the agreements. The most relevant change is that Law No. 14,020/2020 has provided that the federal government could extend the suspension and reduction measures for periods longer than those previously stipulated by PM 936.

Indeed, in early July, the federal government extended the suspension and reduction period for up to 120 days. Then, in late August, a new act extended the maximum period for a total of 180 days, continuously or not. According to recent official data from the Ministry of Economy, PM 936 and Law No. 14,020/2020 have helped to preserve more than 17 million jobs so far. In the meantime, although there is no indication of whether the state of emergency will end on 31 December 2020, directors and officers should review already implemented measures to decide whether to take advantage of such aid for the remaining months of 2020 to maintain job positions.

Resumption of business activities

A key area of attention for directors and officers is the resumption of business activities, particularly those that require the physical presence of employees. Directors and officers should be particularly careful when discussing and implementing measures in this respect, to ensure a thorough, careful and properly documented decision-making process consistent with government regulations and guidelines.

On 6 February 2020, Federal Law No. 13,979 set forth measures to ensure continuity of public services and essential activities. During the first months of the pandemic, only essential services could operate with on-site employees. Over the past few months, restrictive measures became softer and on-site activities have been gradually authorised, depending on the industry and location. Additionally, certain activities have also been subject to specific regulation at state and municipal levels.

As a result, several companies in Brazil are already planning actions to resume on-site activities, and directors and officers need to be mindful of the applicable requirements. Such requirements include remodelling their sites to guarantee employee safety and respecting applicable health and safety standards issued by sanitary and labour and employment authorities (e.g., use of masks and hand sanitiser, constant cleaning, social distancing and removal of employees who belong to risk groups).

On 18 June 2020, the Labour and Social Security Department and Ministry of Health issued the Joint Ordinance No. 20 (Ordinance 20), addressing measures to be taken and observed by employers to reduce the chances of contamination by covid-19 in the workplace, including:

  • communication channels where employees will be able to ask questions and remotely report symptoms or contact with confirmed cases; and
  • daily screening process at the entrance of the building or office in all shifts, before the workers start their activities (temperature checks and other screening protocols, such as daily questionnaires, may be implemented for this purpose).

Directors and officers have primary responsibility for the implementation of protocols (preferably supported by the advice of a multidisciplinary group of experts, including occupational physicians, epidemiologists and HR personnel) to make sure the necessary measures are in place to prevent, control and mitigate the risks of transmission and contamination in the workplace, such as:

  • keeping distance of at least one metre between all occupants; or in cases where keeping a one-metre distance is not possible, provide facial masks, protection glasses, face shields or installing partition walls made of impermeable material;
  • restricting or limiting the use of elevators and common areas; and
  • avoiding in-person meetings.

Ordinance 20 also provides that employers must remove confirmed and suspect cases of covid-19 from the workplace, as well as people who had contact with confirmed cases of covid-19. They must also keep updated records with information about employees classified by age groups, risk groups, suspect cases, confirmed cases, workers who had contact with confirmed cases and all measures taken to adequate the workplace for the prevention of covid-19.

Although it may be reasonable and recommended to submit employees to medical examination prior to their return to on-site work, Ordinance 20 prevents employers from forcing their employees to test for covid-19. Employers may ask them to do so and make such tests available, but employees may refuse. When employees agree to test, getting their written consent is advisable. Ordinance 20 also addresses concerns related to employees belonging to risk groups, providing that they must receive special treatment and that employers must prioritise to keep them working from home.

Failure to ensure proper implementation and monitoring of the measures described above may subject the company to enforcement actions by authorities and individual or collective lawsuits by employees. Depending on the consequences that could arise from such failure, directors and officers may be considered individually liable, including under applicable criminal laws. Therefore, directors and officers must ensure the proper understanding and implementation of the recommendations above.

Compliance during the covid-19 pandemic

Finally, a third area of focus for directors and officers during the covid-19 pandemic is anti-corruption compliance. Under the Brazilian Anti-Corruption Law (Law No. 12,846/2013 or ACL) companies are strictly liable for acts of corruption, bid rigging or obstruction of justice against government agencies or instrumentalities by their employees or any third party acting on a company’s behalf.

The covid-19 pandemic presented new challenges for compliance departments, as it generates or intensifies risks related to fraud, non-compliance with internal policies, potential acts of corruption and other improper interactions with governmental authorities. An efficient response requires companies to re-evaluate, adapt and put into practice new or revised controls. Directors and officers remain responsible for keeping the adequate tone at the top during the pandemic.

Public procurement

Commercial opportunities that may appear during the covid-19 pandemic, especially those related to providing services to governmental entities, are primary exposure sources. As several governments in Brazil have declared state of emergency to deal with the spread of covid-19, several public procurement laws and methods were adapted to enable quicker and emergency transactions.

Laws and regulations also waived certain legal requirements for public procurement during the pandemic, such as accepting contracting with debarred companies. For instance, Federal Law No. 13,979/2020 allowed the execution of contracts to purchase supplies intended to deal with the public health emergency without prior bids. While such measures reduce bureaucracy, enhance agility and facilitate public procurement, they may represent higher compliance risks associated with these transactions.

The pandemic response actions also increased the risks of corruption and improper use of government funds, particularly for the purchase of products subject to technical variations and price fluctuations. For example, there have been discussions in Brazil over the proper requirements for the purchase of face masks, which can vary in price depending on their technical sophistication or availability.

In this respect, since the beginning of the pandemic, Brazilian law enforcement agencies have launched several investigations into allegations of fraud, overpricing, and other public procurement violations, particularly in the healthcare sector. This should serve as a warning sign for companies and their directors, officers and compliance departments, particularly those companies that do business with governments through distributors or other third parties.

On 29 August, for example, a judge of the Superior Court of Justice issued a ruling suspending the Governor of the State of Rio de Janeiro from his office due to allegations of corruption involving the state’s response to the covid-19 pandemic. On 1 September, the Brazilian House of Representatives passed a bill that doubles the penalty for crimes of embezzlement of public funds assigned to fight public calamities (such as the covid-19 pandemic). The bill is still under consideration by the Senate.

Donations to government agencies

Besides doing business with the government, companies can also expect to receive requests for donations of funds and goods to assist in the fight against the impacts of covid-19 from government agencies or from other non-governmental organisations that operate with government funds. Since the beginning of the pandemic, government agencies have issued public calls for donations ranging from healthcare goods to remote working equipment for government officials.

Applicable Brazilian laws do not prevent companies from making donations to government entities, but there may be specific legal requirements, such as those introduced by Decree No. 10,314, of 7 April 2020, updating the procedures applicable to donations to the federal government. Furthermore, directors and officers should carefully consider other precautions before approving such donations. In certain situations, law enforcement authorities may question donations due to anti-corruption concerns if they understand such donations were made in exchange for any advantage from government officials or to benefit candidates in electoral campaigns.

To avoid any future challenges to donations made during the pandemic, directors and officers should not only abide by applicable laws and regulations, but also adopt certain best practices. Making direct, unconditional donations, without a counterpart from the government, can mitigate compliance risks. For donations to non-governmental organisations, the beneficiaries and purposes of donations should be subject to a strict compliance evaluation. If possible, money donations should be avoided.

Another essential protection is documenting the donation through a written agreement that specifies the purpose of the donation, the destination of the funds or goods, and the absence of any consideration by the government entity, including proper anti-corruption provisions. Transparency is another crucial element when making donations and interacting with government entities. It is natural to expect that there will be an increase in oversight by law enforcement authorities soon.

Directors and officers should ensure that the company puts in place adequate procedures and controls to evaluate and approve donations. They should also make sure that the employees responsible for implementing and executing such donations are keeping adequate and appropriate records of the information and documents related to transactions, including of any interactions with government officials.

Oversight and inspections

Directors and officers also need to be mindful of the increased likelihood of government inspections during the pandemic, specially those related to working and sanitary conditions. In this respect, they should ensure that the company has appropriate policies to respond to inspections, clear identification of the employees responsible for accompanying governmental inspections (including redundancies, in case of any absences due to covid-19). Such plans should include proper communication to senior management.

Emergency contracts

The covid-19 pandemic also caused disruption in production and supply chains. In this new situation, employees may face pressure to achieve their goals and lose sight of the importance of compliance vetting procedures. In other situations, companies may need to secure quick emergency hiring of new and unknown suppliers and vendors to continue operating or preventing additional losses.

Therefore, emergency contracts represent a significant new source of compliance risk, considering the strict liability rules for acts of third parties provided under the ACL, especially for vendors that may interact with government officials. Director, officers and compliance departments must work to design and implement policies that allow their companies to respond to such emergency contracting needs, document any exceptions to make sure they are duly justified and ensure adequate record-keeping to allow for a post-contract review as soon as practical.

Employees must also be reminded that promising, offering or giving unlawful benefits to government officials is illegal and will not be tolerated, even during the pandemic. Certain practical policies may be enforced to mitigate risks of improper conduct, such as: the need to have at least two employees representing the company in meetings with government officials; restrictions to interactions of third parties with government officials in the company’s behalf; and the documentation and registration of interactions. If an official makes any improper request, employees should be instructed to communicate the company’s strict ethical standards and report the situation to the compliance department or the whistle-blower channel immediately.

When assessing and monitoring potential violations to laws, regulations or internal policies, companies’ compliance departments can also rely on whistle-blowers as significant sources of information. Therefore, a well-publicised whistle-blowing channel that ensures protections to whistle-blowers is key. This will increase awareness of potential legal or internal policy violations or risks to be tackled that would not be known otherwise. The earlier a possible breach is uncovered, the higher the chances of interrupting any irregular practices, remediating and avoiding further liability concerns amid a crisis.

The need to maintain a risk-based compliance programme during the crisis

As discussed above, maintaining an effective compliance programme during the pandemic is critical. Periods of crises tend to expose weaknesses and facilitate, or even encourage, rogue employees to engage in unethical conduct. Directors and officers must take the necessary measures not only to ensure the continuous application of existing compliance procedures during the pandemic, but also to identify, monitor and implement controls to address new risks that may have arisen or worsened due to the crisis.

Any exceptional measures must be documented and registered, as well as the rationale used to change procedures. Both appropriate crisis management and effective compliance programme require a full understanding and assessment of the company’s current situation, needs, weaknesses, and risks – so that the right responses may be reached during current and future challenges.

Identification, treatment and continuous reassessment of new risks are also essential to keep directors and officers adequately updated, ensuring fully informed decision-making process, setting up priorities and establishing a proactive (rather than a reaction-based approach) to compliance challenges during the pandemic. Adequate communication remains a key aspect of an appropriate compliance programme.

In this respect, directors and officers should also consider the particularities of remote work. This means finding new ways to set a clear tone at the top and communicating and promoting compliance to employees and partners during the times of social isolation. Online tools and platforms should be used to clearly express the support of directors and officers to the compliance programme and provide continuous compliance training to employees.

During the pandemic, compliance communication tools may also represent a powerful ally in ensuring a proper communication. Frequent and transparent communication by leadership is essential to build trust and a sense of belonging based on an organisation’s shared values and principles. For example, compliance programme hotlines, emails, text messaging and internal social media platforms may help senior management to convey crucial information to employees.

Such channels may be adapted during the pandemic to assist the company with communications related to labour law and public health issues. New communication outlets may also be devised and encouraged by directors, officers and compliance departments.

Companies that succeed in keeping their compliance programmes working properly during the covid-19 pandemic may also benefit from such actions if they face investigations or prosecution in the future. If a violation does take place despite existing or new policies and procedures, showing that appropriate measures were in place can lead to reduced fines and protection against other penalties.

Building a solution

Directors and officers have the primary responsibility for developing and keeping in place robust response actions to the covid-19 pandemic challenges and its impacts in corporate life, and to document lessons that may be valuable in the future. While dealing with the covid-19 pandemic and future crises, directors and officers must tackle risks related to internal and external stakeholders and aim to ensure good decision-making. Ineffectiveness in responding to the urgent demands may cause enduring damage and harm stakeholder confidence and trust.

As discussed above, criminal, labour and compliance concerns are key areas of concern. In general, the best way to mitigate criminal liability of directors and officers and the risks of labour-related litigation is to make sure to be in full compliance with the recommendations of health and labour authorities, especially Ordinance 20, and keep abreast of the rules issued by federal, state and municipal authorities related to fighting the pandemic.

Once the company’s risk profile is updated with the specific risks related to the covid-19 pandemic, directors and officers should keep monitoring such developments and ensure that compliance departments have enough resources going forward. Compliance departments should implement new controls to tackle new anti-bribery and corruption risks and increase oversight to ensure that the companies’ internal policies are being followed.

Mechanisms that may assist in the identification of potential breaches, such as whistle-blowing channels, should be publicised and supported by senior management. Frequent and real-time communication of the proper tone at the top also minimises the risk of non-compliance. The compliance programme’s communication tools may be adapted and new ones devised for this purpose.

Conclusion

As the covid-19 health crisis unfolds, directors and officers should consider how to tackle the lingering financial and economic impacts that will affect companies in all sectors, keeping in mind the issues above, among others. Anticipating such challenges and dealing with more limited resources will require creativity, resilience, sound decision-making and a clear sense of priorities and risks.


[1] Cleber Venditti, Paula Indalecio and Thiago Jabor are partners at Mattos Filho, Veiga Filho, Marrey Jr e Quiroga Advogados. The authors would like to thank Marília Ravazzi and Romero Costa for their contributions to this chapter.

[2] Ofício-circular/CVM/SNC/SEP/n. 02/2020.

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