Ano: 2026

O que é a proposta da administração para uma assembleia e quando ela é obrigatória?

Posted in: Uncategorized

July 2026

_The July│2026 edition of our Newsletter features the following highlights:

– STF ratifies the emergency restructuring plan for the Brazilian Securities and Exchange Commission

– The Brazilian Institute of Corporate Governance presents its public policy agenda on corporate governance to candidates for the 2027–2030 term

 

_STF ratifies the emergency restructuring plan for the Brazilian Securities and Exchange Commission

The Brazilian Federal Supreme Court (“STF”) approved the Emergency Restructuring Plan for the Brazilian Securities and Exchange Commission (“CVM”), as submitted by the Federal Government. The approval follows rulings issued by the STF in Direct Action of Unconstitutionality (“ADI”) No. 7,791, which identified structural limitations affecting the CVM’s supervisory capacity. Following the submission of a revised version of the plan by the Federal Government, the STF concluded that the proposed measures address the areas deemed essential to strengthening the CVM’s regulatory, enforcement, and preventive functions.

 

The plan comprises a set of measures aimed at gradually rebuilding the CVM’s workforce, strengthening its technical capabilities, and modernizing its technological infrastructure, including through the expanded use of artificial intelligence and data analytics tools. It also provides for initiatives to reduce the backlog of administrative proceedings, enhance the CVM’s adjudicatory capacity, and strengthen institutional cooperation with other government authorities responsible for supervising the financial system.

 

According to the CVM, the restructuring will enable the authority to respond more effectively to the current and future challenges facing the capital markets, thereby contributing to investor protection, enhanced regulatory oversight, and the development of a safer and more transparent business environment. The CVM further stated that it will continue implementing the measures contemplated under the plan and developing a medium-term plan in coordination with the relevant authorities and representatives of civil society.

 

Further information is available at the following link: https://www.gov.br/cvm/pt-br/assuntos/noticias/2026/plano-emergencial-de-reestruturacao-da-cvm-e-homologado-pelo-stf-e-reforca-condicoes-para-atuacao-da-autarquia.

 

_The Brazilian Institute of Corporate Governance presents its public policy agenda on corporate governance to candidates for the 2027–2030 term

The Brazilian Institute of Corporate Governance (“IBGC”) has released a public policy agenda addressed to candidates for the Presidency of the Republic and the National Congress for the 2027–2030 cycle. The nonpartisan document sets forth proposals aimed at strengthening corporate governance, institutional integrity, and Brazil’s regulatory framework, with a view to fostering a business environment that is more ethical, predictable, and competitive.

 

The recommendations include enhancing integrity and anti-corruption mechanisms and strengthening the independence and operational capacity of regulatory and supervisory authorities, such as the Brazilian Securities and Exchange Commission and the Central Bank of Brazil. This includes ensuring adequate budgetary resources and allocating to the CVM a significant portion of the securities market supervision fee. The agenda also advocates preserving the progress achieved under the Brazilian State-Owned Enterprises Law, including technical and transparent criteria for the appointment of officers and board members, as well as greater transparency within such entities. Particularly noteworthy is the recommendation that the same principles also apply to private-sector companies over which the State exercises significant influence.

 

The agenda also includes proposals relating to digital transformation and sustainability. In the technology field, the IBGC recommends greater consistency among the regulatory frameworks applicable to digital transformation and the recognition of matters such as artificial intelligence, data protection, and cybersecurity as aspects of the fiduciary duties of boards of directors. It also advocates proportionality and predictability in holding directors and officers liable. With respect to sustainability, the Institute supports reinstating the mandatory disclosure of sustainability-related financial information in accordance with international standards. This issue has returned to the forefront of regulatory discussions since the publication of CVM Resolution No. 244/2026, which amended CVM Resolution No. 193/2023 by replacing the mandatory regime with a “comply or explain” model.

 

According to the IBGC, the proposals are intended to promote a more predictable, transparent, and efficient institutional environment, thereby helping to increase investor confidence, strengthen organizational governance, and enhance legal certainty for the country’s economic development. The agenda is intended to be constructive and to foster public debate during the electoral process and at the beginning of the next legislative term.

 

For further information on this topic, please visit: https://conhecimento.ibgc.org.br/Paginas/Publicacao.aspx?PubId=24792.

 

 

May | June 2026

_The May and June│2026 edition of our Newsletter features the following highlights:

– CVM Amends Resolution No. 193 and Introduces More Flexible Rules for the Disclosure of Sustainability Information

– Bill No. 1,499/2026 on Corporate Governance Draws Debate

– Brazilian Capital Markets Grow by 14% in 2026 and Expand Financing Alternatives

 

_CVM Amends Resolution No. 193 and Introduces More Flexible Rules for the Disclosure of Sustainability Information

The Brazilian Securities and Exchange Commission (“CVM”) issued Resolution No. 244, which amended Resolution No. 193, governing the disclosure of sustainability-related financial information by publicly held companies. The update removes the previously contemplated mandatory requirement for future adoption of the reports and reinforces the voluntary nature of such disclosures.

 

Under the amendment, companies that choose to publish information aligned with international sustainability standards will continue to be required to follow globally recognized standards, ensuring greater comparability and transparency for investors. Companies that choose not to adopt the framework, however, must justify that decision to the market as of January 1, 2027. The CVM also established that organizations that voluntarily adopt the framework must maintain the disclosure for a minimum period of three consecutive fiscal years.

 

The new rule seeks to provide greater regulatory flexibility, allowing companies to assess the costs and benefits of adopting this type of reporting.

 

According to the CVM, the changes are intended to encourage the voluntary adoption of sustainability reporting practices, while preserving the quality of the information disclosed and the decision-making autonomy of capital market participants.

 

Further information is available at the following link: https://www.gov.br/cvm/pt-br/assuntos/noticias/2026/cvm-altera-resolucao-193-para-revogar-obrigatoriedade-da-divulgacao-de-informacoes-financeiras-relacionadas-a-sustentabilidade.

 

_Bill No. 1,499/2026 on Corporate Governance Draws Debate

Bill No. 1,499/2026, currently under consideration by the Brazilian House of Representatives, has drawn the attention of capital market participants by proposing significant changes to the corporate governance rules applicable to publicly held companies and financial institutions. The proposed measures include a requirement that independent members make up an absolute majority of the board of directors, the mandatory creation of permanent committees, changes to the rotation rules for independent audit firms, and an annual independent audit of internal controls to be conducted by an entity other than the audit firm responsible for auditing the financial statements.

 

Although the stated purpose of the bill is to strengthen control mechanisms and enhance investor protection, the text still calls for broader discussion with regulators, companies, and market representatives. The main concerns raised by the bill include potential overlaps with existing rules, conflicts with well-established governance mechanisms, and the creation of requirements that may exceed even the standards set forth in the Novo Mercado Rules, the most stringent listing segment of B3 S.A. – Brasil, Bolsa, Balcão. These requirements could increase operational and bureaucratic costs for publicly held companies.

 

The debate comes at a time when different regulators and market entities have been seeking to balance transparency, investor protection, and the competitiveness of the business environment. In this context, any regulatory improvements should be preceded by impact assessments and public consultations capable of evaluating their effects on companies of different sizes, capital structures, and market segments.

 

The risk is that well-intentioned measures may ultimately produce adverse effects, increasing regulatory burdens without proportional gains in governance or effective investor protection.

 

The bill remains under consideration by the committees of the House of Representatives.

 

The full text of the Bill is available at the following link: https://www.camara.leg.br/proposicoesWeb/fichadetramitacao?idProposicao=2612785&fichaAmigavel=nao.

 

_Brazilian Capital Markets Grow by 14% in 2026 and Expand Financing Alternatives

The Brazilian capital markets have grown in 2026. Between January and May, offerings totaled BRL 283 billion, up 14% compared to the same period last year, reflecting increased demand for financing instruments outside the traditional banking system.

 

One of the main highlights of the period was the growth of Receivables Investment Funds (“FIDCs”), which recorded an increase of more than 36% in issuances and consolidated their position as one of the main sources of funding for companies. In addition, Real Estate Investment Funds (“FIIs”) also posted significant growth in issuances during the period. This performance reinforces the diversification of the market and the search for more flexible fundraising structures.

 

Although debentures remain the leading instrument in terms of financial volume, the gap between debentures and FIDCs has narrowed over the past 12 months, indicating an increasingly broad and sophisticated market. Experts note that regulatory developments and the maturation of the investment environment have contributed to strengthening these instruments.

 

The IPO market, however, remained subdued, despite expectations for the segment in 2026.

 

For further information on this topic, please see: https://www.anbima.com.br/pt_br/imprensa/mercado-de-capitais-movimenta-r-283-bilhoes-em-ofertas-puxado-por-fidcs-hibridos-e-acoes.htm.

 

 

Segmentos especiais da B3 e Regime Fácil: diferentes caminhos para acessar o mercado de capitais

Posted in: Uncategorized

April 2026

_The April│2026 edition of our Newsletter highlights::

– Bill seeks to strengthen the fight against fraud in listed companies

– Annual deadline for submission of the Reference Form and Corporate Registration Form

– Impacts of Bill No. 4/2025 – Update to the Civil Code

 

_ Bill seeks to strengthen the fight against fraud in listed companies

Bill No. 1,335 of 2026 is currently under consideration in the Federal Senate. It proposes strengthening accountability mechanisms in cases of fraud involving listed companies. The initiative arises in the context of growing concerns regarding informational integrity and investor protection in the capital markets.

 

If approved, the Brazilian Penal Code and Law No. 7,492, of June 16, 1986, may be amended to include the criminal offense of fraudulent management of a publicly held company, as well as the corresponding applicable sanctions.

 

The bill can be accessed at the following link: https://legis.senado.leg.br/sdleg-getter/documento?dm=10186791&ts=1774448198663&rendition_principal=S&disposition=inline .

 

_ Annual deadline for submission of the Reference Form and Corporate Registration Form

According to the Brazilian Securities and Exchange Commission (CVM) calendar applicable to listed companies with a fiscal year ending on December 31, 2025, the deadline for the annual submission of the Reference Form (Formulário de Referência) and the Corporate Registration Form (Formulário Cadastral) is June 1, 2026.

 

Accordingly, companies are advised to complete, in advance, the collection and validation of information with the departments responsible in order to ensure timely compliance with this obligation.

 

The Annual Circular Letter SEP 2026 introduced relevant updates to the instructions for completing items 5.2(d), 5.2(e), 5.3, 7.1(d), 7.2(c), 10.1(a), and 11.2 of the Reference Form, among which the following stand out:

 

  • Item 5.2(d) – disclose, at a minimum, the auditors’ comments regarding significant deficiencies and their recommendations, on an individualized basis. Generic descriptions must be avoided in order to comply with CVM Resolution No. 80. If auditors do not segregate such information, the company’s management must request a supplementary statement.

 

  • Item 5.2(e) – officers must comment, at a minimum, on the measures adopted, or to be adopted, to remedy the significant deficiencies reported in item 5.2(d), identifying, in a non-generic manner, the actions taken or to be taken, the bodies or departments responsible, and the estimated timeline for remediation. Presentation of progress tracking over previous fiscal years is recommended.

 

IMPORTANT: The absence of an auditor’s opinion on the effectiveness of internal controls does not justify failure to complete items 5.2(d) and (e).

 

  • Item 5.3 – specify, in a non-generic manner, which body receives and investigates reports of misconduct, fraud, irregularities, and unlawful acts committed against the public administration, whether domestic or foreign. It must also explain the role of each body and disclose any certification of an anti-bribery system. Additionally, it must indicate whether whistleblowers are protected against retaliation, whether they receive feedback regarding the report submitted, and which mechanisms are used to protect anonymity, particularly with respect to tools that prevent IP address or phone number traceability.

 

  • Item 7.2(c) – indicate whether the company has a channel for receiving feedback on ESG (Environmental, Social, and Governance) matters, practices, and compliance, which is reported directly or indirectly to the Board of Directors. This item is distinct from the whistleblowing channel referred to in item 5.3; even if integrated, a clear distinction must be maintained.

 

  • Item 7.1(d) e Item 10.1(a) – disclose the number of persons with disabilities (PwD) within management bodies and among employees.

 

  • Item 11.2 – for transactions already in force in the last fiscal year, information should be completed based on the fiscal year-end date. If transactions were entered into by the reference date of the first ITR (Quarterly Information Report), they should be reported as of that date. Finally, if transactions were entered into between the first ITR reference date and the filing date of the Reference Form, the most up-to-date information available should be provided.

 

Further details are available in the Annual Circular Letter SEP 2026 at: https://conteudo.cvm.gov.br/legislacao/oficios-circulares/sep/oc-anual-sep-2026.html

 

_Impacts of Bill No. 4/2025 – Update to the Civil Code

A proposal to update the Civil Code is advancing in the Brazilian Congress and has gained relevance not only due to its systemic scope but also because of its potential direct effects on business activities and contractual dynamics in the country.

 

The bill includes amendments to several provisions governing private legal relationships, with significant implications for civil liability, contractual regimes, and the rules applicable to business corporations.

 

Currently, the bill is under review by a Temporary Committee established within the Federal Senate (CTCIVIL), pursuant to Article 374 of the Senate’s Internal Rules. The committee has been holding a series of public hearings to discuss the matters addressed in the draft bill. In April 2026, the 13th public hearing was held on April 9, 2026, focusing on “Family Law and Succession Law,” and the 14th public hearing was held on April 15, 2026, focusing on “Property Law and Business Law,” with the participation of general and partial rapporteurs of the draft bill, representatives of the Brazilian Bar Association (OAB), the Public Prosecutor’s Office, the Public Defender’s Office, academia, and business sector entities.

 

Some market participants have expressed concerns regarding the expansion of liability scenarios and the potential increase in litigation, which may lead to higher operational costs and greater provisioning needs for companies.

 

Follow the progress of the bill and access the full text here: https://www25.senado.leg.br/web/atividade/materias/-/materia/166998.

 

 

Reforço de peso ao quadro de associados da Abrasca com a chegada do Carneiro de Oliveira Advogados

Posted in: Uncategorized