Ano: 2025

July 2025

_The July│2025 edition of our Newsletter has the following highlights:

_ CVM Establishes the FÁCIL Regime to Broaden Access of Small Companies to the Capital Markets

_ CVM Launches Public Consultation on Draft Regulation to Replace CVM Resolution No. 106 Regarding the Presentation of Information in Financial Statements

_ CVM Postpones Shareholders’ Meeting Convened to Deliberate on the Merger Between BRF and Marfrig to Ensure Transparency of the Transaction

_ Law No. 15,177/2025 Introduces Progressive Gender Representation Requirements for Corporate Boards

_ CVM Establishes the FÁCIL Regime to Broaden Access of Small Companies to the Capital Markets

On July 3, 2025, the Brazilian Securities and Exchange Commission (CVM) issued Resolutions No. 231 and 232, which established the Facilitation of Access to Capital and Incentives for Listings Regime (FÁCIL). The primary objective of this new framework is to simplify the entry of small-sized companies, defined as those with gross annual revenue below BRL 500 million, into the capital markets. The regime is grounded by reducing regulatory costs and enhancing legal certainty and normative responsibility as incentives for listing.

 

CVM Resolution No. 231 introduces specific amendments to Resolutions CVM Nos. 80 and 166 and complements CVM Resolution No. 232, which formally institutes the FÁCIL regime. The resolutions address: (i) the classification of corporations as Small-Sized Companies (CMPs); (ii) the procedures for obtaining, maintaining, and cancelling securities issuer registration; (iii) the oversight performed by organized market managing entities over listed CMPs; and (iv) the public offerings of securities by issuers, directed both to the public and to professional investors.

 

Pursuant to CVM Resolution No. 232, a CMP is defined as a corporation whose consolidated gross revenue is less than BRL 500,000,000.00 (five hundred million reais), as verified through the financial statements relating to the closing of the most recent fiscal year.

 

For CMPs, the FÁCIL regime allows for the following:

 

  • Replacement of the reference form, prospectus, and summary document with a simplified FÁCIL Form, to be updated annually or upon the occurrence of any material event;
  • Disclosure of semiannual financial information through the Semiannual Information Form (ISEM), in lieu of the traditional quarterly reports (ITRs);
  • Waiver of the mandatory remote voting mechanism at shareholders’ meetings;
  • Exemption from the obligation to submit the sustainability report, as provided for under CVM Resolution No. 193;
  • Deregistration through a public tender offer (OPA) with a reduced quorum of 50%, replacing the current two-thirds threshold.

 

Other notable changes include the possibility for CMPs to qualify for four different types of public offerings: (i) traditional offering (reference form + ITR, with no fundraising cap); (ii) FÁCIL offering (pursuant to CVM Resolution No. 160 + FÁCIL Form); (iii) debt offering without underwriter (targeted at professional investors); and (iv) direct offering on organized markets, without prior CVM registration or underwriter, subject to an annual fundraising limit of BRL 300 million. Under item (iv), companies that are not yet registered with the CVM may also issue debt securities to professional investors within the same limit and without the need to engage an underwriter.

 

Companies already listed on B3 that qualify as CMPs may opt to migrate to the FÁCIL regime if investor consent is obtained. New issuers may join the FÁCIL regime through their listing on an organized market managing entity. Registration with the CVM and consequent CMP classification are automatically granted upon listing.

The FÁCIL regime shall come into effect on January 2, 2026. Additional information about the regime is available at the following link: https://www.gov.br/cvm/pt-br/assuntos/noticias/2025/cvm-cria-regime-facil-para-facilitar-acesso-de-companhias-de-menor-porte-ao-mercado-de-capitais?utm_source=chatgpt.com.

 

_ CVM Launches Public Consultation on Draft Regulation to Replace CVM Resolution No. 106 Regarding the Presentation of Information in Financial Statements

CVM has launched Public Consultation SNC 01/25, which proposes to replace the current CVM Resolution No. 106 to mandate the adoption of Technical Pronouncement CPC 51 by companies. The draft regulation is open for public comment until September 12, 2025, and is scheduled to enter into force on January 1, 2027, applying to fiscal years beginning on or after that date.

 

Technical Pronouncement CPC 51 is aligned with IFRS 18 – Presentation and Disclosure in Financial Statements and will replace Technical Pronouncement CPC 26 (R1) – Presentation of Financial Statements, following the revision of international accounting standards by the International Accounting Standards Board (IASB) on the subject.

 

The new rule seeks to modernize the way publicly held companies’ structure and disclose their financial information, in line with the global standard established by the IASB. The key proposed changes include: (i) classification of income and expenses into categories such as operating, investing, financing, income taxes, and discontinued operations; (ii) enhanced transparency in the notes to the financial statements, requiring disclosure of performance metrics defined by management; and (iii) new aggregation and disaggregation criteria to improve clarity in the presentation of financial statements.

Further information on the public consultation is available at the following link:
https://www.gov.br/cvm/pt-br/assuntos/noticias/2025/cvm-inicia-consulta-publica-sobre-novas-regras-de-apresentacao-de-informacoes-nas-demonstracoes-contabeis?utm_source=chatgpt.com

 

_CVM Postpones Shareholders’ Meeting Convened to Deliberate on the Merger Between BRF and Marfrig to Ensure Transparency of the Transaction

In a unanimous decision of its Board, CVM suspended the Extraordinary General Meeting (EGM) of BRF S.A. (BRF), which was scheduled for June 18, 2025, and was set to deliberate on the proposed merger between Marfrig Global Foods S.A. (MARFRIG) and BRF, as recorded in the minutes of administrative proceeding No. 3297/25.

 

The postponement was issued in response to complaints submitted by minority shareholders of BRF, based on Article 124, §5 of the Brazilian Corporations Law (Lei das S.A.). Shareholders raised concerns regarding irregularities in the formation of the Special Committees, conflicts of interest involving directors affiliated with Marfrig, lack of transparency in the valuation criteria applied to BRF and in the proposed share exchange ratio, as well as the absence of key documents, including the committee’s opinions and the fairness opinion report related to the merger process.

 

Considering these concerns, the Superintendence of Company Relations (SEP) recommended postponing the EGM for up to 30 days, until BRF could provide sufficient information to allow shareholders to evaluate the transaction in an informed and substantiated manner. On July 11, 2025, the CVM ordered a second postponement of an additional 21 days, following new requests for further disclosures concerning the independent committees.

 

In its decision, the Board emphasized that “At this stage, the role of the CVM is to ensure that shareholders can make a properly informed decision. In the case of the meeting at hand, the set of information made available to support shareholders’ decisions was, as correctly noted by the SEP, insufficient and, therefore, cannot be deemed to have met the requirements of Article 22 of CVM Resolution No. 81/22.”

The full decision is available at the following link: https://conteudo.cvm.gov.br/decisoes/2025/20250616_R1/20250616_D3297.html.

 

_ Law No. 15,177/2025 Introduces Progressive Gender Representation Requirements for Corporate Boards

On July 23, 2025, Law No. 15,177/2025 was enacted, establishing a mandatory minimum quota of 30% of board seats for women on the boards of directors of state-owned enterprises, mixed-capital companies, and their subsidiaries or controlled entities. The measure, previously approved by the Federal Senate and pending only presidential sanction, aims to promote greater gender diversity in corporate decision-making bodies within the public sector.

 

The requirement will be implemented progressively, as follows:

 

  • 10% of the seats in the first election following the law’s entry into force;
  • 20% in the second election; and
  • 30% as of the third election.

 

Within the required percentage, at least 30% of the seats must be held by women who are either black or persons with disabilities. Boards that fail to comply with the minimum quota will be prohibited from deliberating on any matter until proper regularization has occurred.

Further information regarding the Law can be found at the following link:
https://www.planalto.gov.br/ccivil_03/_Ato2023-2026/2025/Lei/L15177.htm

 

 

Projeto de Lei nº 458/2025 e suas implicações para o mercado de valores mobiliários

Posted in: Uncategorized

June 2025

__ The June│2025 edition of our Newsletter features the following highlights:

– CVM initiates administrative proceeding against board member for accepting a position at a company deemed a competitor

– Bill No. 1,246/2021 approved: state-owned enterprises must ensure a minimum percentage of women on their boards

_ CVM initiates administrative proceeding against board member for accepting a position at a company deemed a competitor

On June 17, 2025, the Brazilian Securities and Exchange Commission (“CVM”) initiated a sanctioning administrative proceeding to investigate the conduct of a former member of the board of directors of a listed financial institution. The accusation pointed out two potential violations:

  • Conflict of interests: for accepting a position in another company deemed a competitor of the company, in breach of Article 147, paragraph 3, item I, of the Brazilian Corporate Law, combined with Article 17, paragraph 2, item V, of the State-Owned Enterprises Law (Law No. 13,303/16); and

 

  • Breach of the duty of diligence: the director allegedly failed to previously disclose his affiliation with the competing company in the registration form and in his conflict of interest statements, in breach of Article 153 of the Brazilian Corporations Law

In the reporting CVM’ Director vote, Chairman João Pedro Nascimento, was stated that the objective analysis of the business activities of the companies should be carried out to determine whether competition exists, considering the type of product or service offered, even if the companies are not direct competitors in all market segments.

Regarding the allegation of breach of the duty of diligence, he noted that although CVM’s Superintendence of Public Companies (SEP) held the defendant accountable for failing to clearly and precisely disclose his relationship with the competitor in his conflict of interest statements, such lack of detail would not justify administrative liability. He further stated that Article 156 of the Brazilian Corporate Law only requires justification as to the nature and extent of the conflicting interest, providing information necessary and relevant to the resolution at hand, but does not impose an obligation to disclose excessive details about the individual’s occupation, and that while more detailed justifications for the conflict of interest may be desirable from a transparency and corporate governance standpoint, they are not legally required nor mandated by CVM regulation.

Ultimately, the Chairman decided on a penalty of notice of warning for failing to provide sufficient information about his role at the potentially competing company in the Registration Form, but voted to acquit him of the other charges.

The Director Marina Copola agreed with the reporting Director Vote, as did Director João Accioly regarding the acquittals, although Accioly dissented from the imposition of the warning penalty.

The proceeding was suspended following a request for review by Director Otto Lobo.

For further information in Portuguese, please refer to the following link: https://www.gov.br/cvm/pt-br/assuntos/noticias/2025/cvm-inicia-julgamento-de-processo-envolvendo-ex-membro-do-conselho-de-administracao-do-banco-de-brasilia-s-a

 

_Bill No. 1,246/2021 approved: state-owned companies must ensure a minimum percentage of women on their boards

On June 24, 2025, the Federal Senate approved Bill No. 1,246/2021, which states that at least 30% of the seats on the boards of directors of state-owned companies, semi-public companies, and their subsidiaries or controlled entities be reserved for women. The bill aims to foster greater gender diversity in public-sector corporate decision-making bodies. The proposal now awaits presidential approval.

The requirement will be implemented gradually as follows:

  • 10% of seats at the first election when the law enters into force;
  • 20% at the second election; and
  • 30% as of the third election onward.

Within the minimum percentage, at least 30% of the seats must be filled by Black women or women with disabilities, in line with affirmative inclusion policies that consider intersectionality

Boards that fail to meet the minimum percentage will be prevented from deliberating on any matter until they are duly regularized. The oversight will be carried out by each federal entity’s internal and external control bodies.

Further information on the Bill is available in Portuguese at the following link:: https://www25.senado.leg.br/web/atividade/materias/-/materia/159377

Mais clareza para os fatos relevantes

Reforma da norma que trata de divulgação de informações visa reduzir dúvidas e zonas cinzentas.

Posted in: Uncategorized

CVM busca mais segurança jurídica para fatos relevantes

Reforma da norma que trata de divulgação de informações visa reduzir dúvidas e zonas cinzentas.

Posted in: Uncategorized

May 2025

__The May edition│2025 of our Newsletter has the following highlights:

– CVM Starts Public Consultation on Reform of Rules Governing the Disclosure of Material Facts and Market Announcements

– Increase of Corporate Litigation Involving Publicly Held Companies in Brazil

_ CVM Starts Public Consultation on Reform of Rules About the Disclosure of Material Facts and Market Announcements

In accordance with the regulatory agenda of the Brazilian Securities and Exchange Commission (CVM) for 2025, on May 13, the CVM launched a public consultation regarding the draft regulation intended to replace CVM Resolution No. 44.

The draft introduces significant innovations concerning the disclosure of significant shareholdings and the definitions of the instruments “material fact” and “market announcement,” with the aim of providing greater clarity in the dissemination of information to the market.

Additional proposed amendments include: (i) alignment of the concept of persons acting in concert with the analogous definition set forth in CVM Resolution No. 215; (ii) incorporation into the regulation of guidance contained in a Circular Letter issued by the Superintendence of Company Relations (SEP) regarding the calculation of significant shareholdings; (iii) treatment of the improper disclosure of material facts via Market Announcements; and (iv) reorganization and updates to the regulatory text for the purpose of harmonization.

The public consultation notice is available at the following link: https://conteudo.cvm.gov.br/audiencias_publicas/ap_sdm/2025/sdm0125.html. Comments and suggestions may be sent to the following email address: conpublicasdm0125@cvm.gov.br. The deadline for submissions is June 27, 2025.

Further information on the subject is available at: https://www.gov.br/cvm/pt-br/assuntos/noticias/2025/cvm-inicia-consulta-publica-sobre-reforma-em-regras-de-divulgacao-de-fatos-relevantes-e-comunicacoes-ao-mercado.

 

_ Increase of Corporate Litigation Involving Publicly Held Companies in Brazil

In times of financial distress or market crises, the volume of corporate litigation tends to rise. Over the past year, 1,760 new cases were filed solely before the 1st Business Law and Arbitration-Related Disputes Court of the São Paulo State Court of Justice (TJSP), representing an 8.4% increase compared to the previous year. The 2nd Business Court of the TJSP recorded 1,782 new filings, an 11.6% increase year-over-year and a 124% increase over the past three years.

Corporate disputes arise from various factors. However, periods of stagnation within companies often coincide with an uptick in shareholder and corporate conflicts. Unlike other types of litigation, corporate disputes frequently extend beyond the judiciary and may give rise to complaints filed with the CVM and other regulatory bodies.

Another relevant factor in the context of corporate litigation is the number of judicial reorganization and bankruptcy filings in the country. Currently, more than 20 companies listed on B3 (the Brazilian stock exchange) are undergoing judicial reorganization proceedings, a situation that may further intensify shareholder conflicts and cause reputational and operational strain on such companies.

For further information on this topic, please refer to the following link: https://valor-globo-com.cdn.ampproject.org/c/s/valor.globo.com/google/amp/empresas/noticia/2025/05/20/cresce-o-numero-de-litigios-que-envolvem-companhias-de-capital-aberto-no-brasil.ghtml.