AGENDA

Coffee

Opening Remarks

Panel I - Special Situations and Early Stress – When Financial Distress Emerges and Strategic Decisions Matter

This opening panel sets the stage for the Congress with a market-oriented discussion focused on the pre-crisis phase. Investors and creditors discuss how early signs of financial deterioration are identified, how special situations strategies are structured, and how positions are taken ahead of formal insolvency. The panel covers sensitive transactions—such as related-party dealings, corporate reorganizations, and selective asset sales—analyzing when they represent opportunistic value extraction and when they function as legitimate tools for economic preservation in anticipation of judicial reorganization.

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Panel II - From Debt to Control – Credit, Governance, and Power in Distressed Companies

In highly leveraged and financially stressed scenarios, decision-making power often shifts from equity to creditors. This panel analyzes contractual and structural mechanisms that allow creditors to influence—or effectively control—corporate governance, including financial and operational covenants, veto rights, debt-to-equity conversions, and hybrid structures. From the perspective of banks and funds, the discussion examines the impact of this power shift on shareholders, management, and restructuring strategies.

Panel III - Soft Factors, Hard Outcomes – Behavior, Trust, and Negotiation in Crisis Situations

This panel addresses behavioral, relational, and leadership factors that—although not expressly reflected in contracts or legislation—often determine restructuring outcomes. Topics include trust, credibility, strategic communication, reputation, power dynamics, and tone at the top. The discussion highlights how technical decisions—such as granting waivers, supporting plans, or escalating to litigation—are deeply influenced by behavioral biases, emotions, and information asymmetries, directly affecting value preservation and negotiation timelines.

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Panel IV - Liability Management and Priority Wars – Holdout Strategies and Value Disputes

This panel examines the most sensitive core of contemporary restructurings: disputes over priority and value capture among creditors. Topics include pre-insolvency liability management strategies, the use of subclasses and the concept of the cooperative creditor, the role of DIP financing, and holdout behavior. Drawing from recent cases and international experience, the panel analyzes aggressive structures—such as selective agreements, strategic waivers, debt acceleration, and collateral reshuffling—and their impact on predictability, strategic litigation, and the balance of the Brazilian insolvency system.

Panel V - Insolvency Reform – The Impact of Legislative Changes on Corporate Restructuring

This panel offers a critical and forward-looking debate on improvements to Brazilian insolvency legislation, with particular focus on Bill No. 03/24. The discussion contrasts legislative proposals with market and judicial practice, assessing their impact on efficiency, predictability, and the cost of credit. The panel has an institutional and policy-oriented character, aiming to support IWIRC’s submission of technical comments to the Brazilian Federal Senate.

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Keynote Speaker I

Panel VI - Detours from the Path – Fraud, Parallel Disputes, and the Limits of Judicial Reorganization

This panel discusses non-financial obstacles that often divert restructurings from their core objective of value preservation. Topics include fraud allegations, parallel shareholder disputes, criminal proceedings, regulatory investigations, and procedural strategies that misuse judicial reorganization as improper protection for unlawful conduct. The panel explores how to address sensitive allegations without paralyzing restructurings, and which tools may be used to curb abuses, preserve governance, and maintain focus on economic recovery.

Panel VII - The Final Anchor – The Role of Specialized Courts in Corporate Restructuring

Closing the Congress, this roundtable brings together judges from specialized insolvency courts and appellate chambers to provide a practical view of the system in operation. The discussion addresses recurring issues in restructurings, judicial challenges, and recent developments in case law, with particular emphasis on the Superior Court of Justice’s (STJ) move toward a more creditor-friendly approach. The goal is to foster dialogue between the market and the Judiciary on legal certainty, predictability, and the future of corporate restructuring in Brazil.

Keynote Speaker II

Zeina Latif, Uma das economistas mais influentes do paı́s. Foi economista-chefe da XP Investimentos e Secretária de Desenvolvimento Econômico do Governo do Estado de São Paulo.