Corporate Arbitration Rules

CONSIDERING CAM-CCBC’s commitment to the best practices and the ongoing development of alternative dispute resolution methods,

The President of the Center for Arbitration and Mediation of the Chamber of Commerce Brazil-Canada (“CAM-CCBC”), in the exercise of her duties assigned by the CAM-CCBC Internal Regiment, with the approval of the Advisory Board, resolves to issue the following Supplementary Rules, which provide for arbitrations related to uniform multi-party interests in corporate arbitration (“Corporate Arbitration Rules”) administered by CAM-CCBC.

Article 1. The provisions of these Corporate Arbitration Rules will be applied whenever all the following requirements are met:

a) the arbitral award possibly affects not only the claimants of the arbitration or those who have been included as respondents in the Request for Arbitration, but also the legal level of a corporation, limited liability company or association (“Legal Entity”) and, concurrently, partners, associates or shareholders holding securities of a class or type directly subject to the effects of the arbitration award, and/or the administrators also subject to it (“Affected Third Parties”);

b) the nature of the disputed legal relationship submitted to arbitration requires a uniform decision for all Affected Third Parties; and

c) the bylaws or articles of incorporation of the Legal Entity contain a clause according to which the parties agree that the arbitration will be administered by the CAM-CCBC and governed by the CAM-CCBC Rules, pursuant to Article 1 of the CAM-CCBC Arbitration Rules.

Article 2. In addition to others, as far as they correspond with the hypothesis provided for in Article 1 and its subparagraphs, arbitrations addressing the following matters shall be governed by these Corporate Arbitration Rules:

a) invalidity of meetings held among partners, shareholders, associates, or their respective administrative bodies, as well as invalidity of any resolution taken at such meetings; or

b) total or partial dissolution, withdrawal or exclusion of partners, shareholders or associates, asset assessment; or

c) the controlling shareholders’, managers’, or members of the tax councils’ liability before the Legal Entity, its shareholders, partners, or associates; or

d) shareholders’, partners’, or associates’ liability for the abusive exercise of voting rights.

Article 3. Ex officio or at the request of any of the parties, and always following due process, the CAM-CCBC Presidency will decide on the applicability of Article 1. If deemed applicable, the arbitration shall be governed by the present Corporate Arbitration Rules.

Article 4. In the same opportunity or after requesting information from the parties on the Affected Third Parties, the CAM-CCBC Presidency will determine the notice of the latter (“Notice of the Affected Third Parties”). This Notice serves to invite them to partake in the arbitration proceedings should they desire to do so. All notified parties are bound by the outcomes of decisions rendered throughout the proceedings, irrespective of their active participation therein.

Paragraph One.  The Notice of the Affected Third Parties will be drafted by the CAM-CCBC Secretariat, to be sent along with the request for arbitration, and shall contain information on:

a) the parties of the arbitration;

b) amounts, assets, or rights involved, as indicated in the request for arbitration; and,

c) the request or the relief sought in the request for arbitration.

Paragraph Two. The party that has submitted the request for arbitration is responsible for notifying the Affected Third Parties in accordance with Article 5 of the present Rules, and shall file proof of all notifications in the case files.

Article 5. In the case of publicly held companies that require the publishing of information on corporate legal actions, the Notices of the Affected Third Parties must be disclosed following the provisions of the Brazilian Securities and Exchange Commission (CVM). In the case of other Legal Entities, the Notices of the Affected Third Parties must be disclosed in accordance with the procedure for convening partners or associates to meetings, pursuant to the articles of incorporation or, if silent, to the Legal Entity’s governing law.

Article 6. The CAM-CCBC Presidency shall be responsible for analyzing and consolidating the arbitration with another possibly pre-existing one, after hearing the parties to both proceedings.

Sole Paragraph. The provisions of Article 19[1] of the CAM-CCBC Arbitration Rules are applicable in the event of a new arbitration filed by any Affected Third Party or Legal Entity to discuss a relief sought in the first arbitration. In this case, the jurisdiction of the previously constituted Arbitral Tribunal shall prevail.

Article 7. The Notice of the Affected Third Parties will fix a period of thirty (30) calendar days within which Affected Third Parties and, if applicable, the Legal Entity, can provide their response. Both may request their inclusion in the arbitration (i) supporting Claimants’ demands, (ii) indicating that they intend to join the original Respondents, or (iii) merely following the course of the proceedings.

Sole Paragraph. After the period provided for in this Article, the CAM-CCBC Secretariat will notify the Respondents, offering them the opportunity to present their Answers to the Request for Arbitration.

Article 8. The Affected Third Parties that take part in the arbitration in cases falling under Article 7, sub-sections (i) and (ii) of these Rules shall be deemed Parties to the arbitration, for all purposes, including the payment of arbitration fees.

Article 9. The absence of a response from the notified Affected Third Parties or the Legal Entity will not affect the enforcement of the provisions outlined in the final part of Article 4 regarding the effects of the arbitral award on the merits.

Article 10. The Affected Third Parties may join the arbitration at any time, in the state it is found when the request for joinder is filed. They will be subject to the appointed arbitrators, if the appointment has already been made, as well as to the acts previously occurred in course of the proceeding.

Article 11. At any time, the Affected Third Parties that do not take part in the arbitration, pursuant to Article 8 above, may request the CAM-CCBC Secretariat to provide them with a personal and non-transferable link to access all the acts until the conclusion of the arbitration, being bound by confidentiality obligations, in the cases in which this is applicable under the terms agreed by the parties.

Article 12. If a new request that falls within the scope of application of these Corporate Arbitration Rules, provided for in Article 1, is filed, the CAM-CCBC Presidency may suspend the arbitration and determine the notification of the Affected Third Parties, specifically in regards to this new request.

Paragraph One. The party that has submitted the new request is responsible for notifying the Affected Third Parties and for filling proof of all new notifications in the casefiles.

Paragraph Two. If the new request is presented after the appointment of arbitrators and before the conclusion of the terms of reference, or even during its conclusion, the Arbitral Tribunal will refer the matter to the CAM-CCBC Presidency, who will be responsible for the analysis and actions provided for in Article 12 of these Rules.

Paragraph Three. The CAM-CCBC Presidency, should it deem appropriate, may appoint a new Arbitral Tribunal, also in accordance with the provisions outlined in Article 12 of the Arbitration Rules.

Article 13. The CAM-CCBC Arbitration Rules apply to arbitrations submitted to these Corporate Arbitration Rules, insofar as it does not conflict with specific provisions contained herein. Cases not covered by these Corporate Arbitration Rules will be decided by the CAM-CCBC Presidency.

Art. 14.  These Rules apply to arbitrations commenced from the start of its effectiveness.

 

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São Paulo, April 26, 2023

Eleonora Coelho
President

[1] Article 19 – Consolidation of Arbitrations

• The CAM-CCBC Presidency may, upon the request of a party presented before the constitution of the arbitral tribunal of the second proceeding, considered the stage of the first, consolidate, in a single arbitration, two or more pending arbitrations, submitted to the Rules, when:

• the parties have agreed to the consolidation; or
• all claims in arbitrations are made based on the same arbitration agreement; or
• the claims in the arbitrations are not formulated based on the same arbitration agreement, but (i) the arbitrations involve the same parties, (ii) the disputes in the arbitrations are related to the same legal relationship, and (iii) the CAM-CCBC Presidency understands that the arbitration agreements are compatible.
  • When deciding on consolidation, the Presidency of CAM-CCBC may consult the arbitrators already invested.
  • Arbitration processes must be consolidated in the arbitration initiated first, unless otherwise agreed by the parties.