Mês: December

November-December 2025

_The November/December│2025 edition of our Newsletter has the following highlights

– SEP expresses its opinion on the minimum shareholding requirement in the context of resubmission of the distance voting ballot

– CVM updates the Empresas.Net System

– CVM launches public consultation to reform CVM Resolution No. 88

 

_ SEP expresses its opinion on the minimum shareholding requirement in the context of resubmission of the distance voting ballot

The Superintendence of Company Relations (Superintendência de Relações com Empresas – SEP) of the Brazilian Securities and Exchange Commission (“CVM”) unanimously rejected the appeal filed by a listed company within the scope of the Administrative Proceeding No. 19957.003448/2025-71 and upheld the inclusion in the Distance Voting Ballot (“BVD”) of candidates nominated by shareholders who, after the nomination, no longer met the minimum shareholding threshold required under CVM Resolution No. 81 (“RCVM 81”).

 

The case arose after the company consulted the regulator about the possibility of excluding, upon resubmission of the BVD, candidates nominated by a group of shareholders who had met the required minimum threshold only by borrowing shares (stock lending), but who later significantly reduced their stock holdings.

 

Based on the opinion issued by the technical staff, SEP concluded that the nomination of candidates was valid at the time of the initial publication of the BVD, and that RCVM 81 does not provide for a subsequent reassessment of the representative nominating shareholders. According to the technical area, the resubmission of the BVD is only permitted in exceptional cases, such as material errors or regulatory non-compliance, which were not present in this case.

 

SEP emphasized that allowing changes after the voting process has commenced could undermine the stability of the remote voting system and create uncertainty for shareholders, particularly due to the absence of a defined record date for tracking shareholding positions.

 

The then-chairman of CVM, João Pedro Nascimento, fully endorsed the technical opinion and stated that a reduction in shareholding after the nomination does not constitute a legitimate reason to exclude candidates from the BVD. According to him, preserving the stability of the BVD is essential to ensure the validity and effectiveness of the votes cast by shareholders.

 

Director Marina Copola also voted to reject the appeal, emphasizing that share lending results in the transfer of ownership to the borrower, who then freely disposes of the shares. She also stated that there was no indication of abuse of rights in the use of borrowed shares by the nominating shareholders, which would otherwise have undermined the core argument of the appeal.

 

Directors João Accioly and Otto Lobo concurred with the technical vote, resulting in a unanimous decision to deny the appeal.

 

With this decision, the CVM reinforced its view that any potential abuse must be investigated through the appropriate proceedings, and that listed companies are not entitled to unilaterally alter the matters included in the BVDs.


Further information on the case can be found at the following link: https://conteudo.cvm.gov.br/decisoes/2025/20250520_R1.html.

 

_ CVM updates the Empresas.Net System

On October 29, 2025, CVM issued Circular Letter CVM/SEP 6/2025, announcing an update to the Empresas.Net System, which became effective on November 10, 2025.

 

The main change announced by the regulator relates to the field “Recognized remuneration of the controlling entity/subsidiary” in the Reference Form (Formulário de Referência – FRE), which has now been restructured for greater clarity. As of November 10, 2025, the field may be filled in voluntarily and will become mandatory starting with the 2026 FRE filings. With a more structured remuneration field, the CVM aims to enhance transparency regarding remuneration between parent companies and subsidiaries, which may significantly impact financial statement analysis and corporate governance assessments.

 

This measure aligns with CVM’s ongoing efforts to improve its technological tools to foster better functioning of the capital markets and enhance interaction with the regulator.


More information is available in Circular Letter CVM/SEP 6/2025 at the following link: https://conteudo.cvm.gov.br/legislacao/oficios-circulares/sep/oc-sep-0625.html.

 

_ CVM launches public consultation to reform CVM Resolution No. 88

On September 24, 2025, CVM launched a public consultation aimed at reforming CVM Resolution No. 88, which regulates public offerings conducted through equity crowdfunding platforms for small enterprises.

 

According to the CVM, the reform seeks to modernize the investment crowdfunding regime considering market developments in this area, particularly with the advancement of securitization and asset tokenization. The proposal also reinforces principles such as proportionality, simplicity, and investor protection.

 

The main draft regulation (Draft A) restructures the regulatory framework for investment-based crowdfunding, reorganizing concepts, procedures, and obligations previously in force. A supplementary Draft B has also been released, proposing additional refinement to the main proposal.

 

Key proposed changes include:

 

  • Expansion of eligible issuers and instruments: Inclusion of CVM-registered securitization companies, individual rural producers, and agricultural cooperatives, along with the removal of revenue thresholds for unregistered business corporations.

 

  • New fundraising limits: A cap of BRL 25 million for business corporations and agricultural cooperatives, BRL 50 million for securitization companies, and BRL 2.5 million per harvest for rural producers.

 

  • Investor limits and capital reinvestment: Conversion of the global investment limit into a per-platform limit, and the introduction of reinvestment options within the same calendar year without counting toward the annual cap.

 

  • Adjustments to offering procedures: Revisions to lock-up rules, establishment of minimum and maximum fundraising thresholds, and conditional flexibility for overallotments.

 

  • Brokerage services on behalf of investors: Enabling integration between crowdfunding platforms and traditional securities distribution institutions.

 

  • Enhancements to secondary trading environments: Possibility of security buybacks by issuers and updates to the definition of active investors.

 

  • Improved transparency: Creation of specific annexes for each type of issuer, along with requirements for platform performance indicators.

 

  • Transition period: Establishment of transitional rules allowing platforms to register with the CVM without interrupting their offerings.

 

One of the main highlights noted by the CVM is the increased inclusion of agribusiness, providing rural producers with access to capital markets through investment platforms. According to interim CVM chairman Otto Lobo, the goal is to reduce bureaucracy and integrate crowdfunding platforms with the traditional securities distribution system.

 

The measure is expected to: (i) attract more issuers to crowdfunding; (ii) increase liquidity and integration between crowdfunding platforms and traditional markets; and (iii) enhance investor confidence and transparency through new reporting and performance metrics.


The full proposal is available in Public Consultation Notice SDM 05/2025 at: https://conteudo.cvm.gov.br/audiencias_publicas/ap_sdm/2025/sdm0525.html. Comments and suggestions may be submitted until December 23, 2025, via email: conpublicasdm0525@cvm.gov.br.

 

OPA por aumento de participação: o que muda com a Resolução CVM 215/24 (e o fim da “regra do 1/3”)

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Zamp deslista suas ações da bolsa

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November/December 2024

_The November | December edition│2024 of our Newsletter has the following highlights:

– Disclosure of the Corporate Events calendar

– CVM amends rules regarding Public Offers to Acquire Shares

– STJ decides that Stock Options cannot be seized

_Disclosure of the Corporate Events calendar

Listed companies with shares traded on the special listing segments of B3 S.A. – Brasil, Bolsa, Balcão must disclose, by December 10, the annual calendar for the 2025 fiscal year, including at least the dates of the following events:

 

  • release of the complete annual financial statements and standardized financial statements (DFP);
  • release of the quarterly information (ITR);
  • holding of the Ordinary Shareholders’ Meeting; and
  • disclosure of the reference form (formulário de referência).

 

For other listed companies, the Brazilian Securities and Exchange Commission (CVM) Circular Letter recommends that the annual calendar also be disclosed to ease the monitoring of the company’s activities by investors and other stakeholders.

 

_ CVM amends rules regarding Public Offers to Acquire Shares

CVM has issued Resolutions 215 and 216, which address the rules applicable to Public Offers to Acquire Shares (“OPAs”), following Public Consultation No. 05/2023.

 

Resolution 215 establishes a new regulatory framework for OPAs, revoking CVM Resolution 85. Resolution 216 was issued to amend other existing regulations, aligning them with the provisions introduced by Resolution 215. Both resolutions will take effect on July 1, 2025.

 

Among the changes introduced by the resolutions, the main improvements are as follows:

 

 

  • OPA for Participation Increase: The obligation to carry out an OPA will now apply whenever the acquisition of outstanding shares by the controlling shareholder or an affiliated party reduces the total outstanding shares of the same class and type to less than 15%. Under the current rule, the OPA is mandatory only when the acquisition corresponds to more than one-third of the outstanding shares of a specific class or type, which has previously led to debates about adjustments in calculation parameters over time. Notably, if a company already has less than 15% of outstanding shares of a given class or type when CVM Resolution 215 takes effect, this will not trigger an OPA due to an increase in participation.

 

  • OPA for Cancellation of Registration: For companies with less than 5% of outstanding shares, the quorum for delisting has been reduced to a simple majority, replacing the current requirement of two-thirds of the share capital. For companies with more than 5% outstanding shares, the acceptance quorum of two-thirds of the share capital remains unchanged.

 

  • Automatic Waiver of Valuation Report: The price of the shares can now be set based on alternative criteria which may work as a fair value, such as:

 

  • Based on a legal transaction conducted within 12 (twelve) months prior to the OPA registration request date, provided that: (i) it was executed between non-related parties; (ii) it involves a quantity of shares equal to or greater than 20% of the company’s share capital; and (iii) it is not associated with another legal transaction from which the parties involved, or individuals/entities related to them, have received or will receive other financial compensation.

 

  • Based on the highest unit price reached by shares of the same class and type as those subject to the OPA on the stock exchange where the company’s shares have the highest trading volume within 12 months prior to the OPA registration request date, provided that: (i) the company has complied with the submission of periodic and event-related disclosures; and (ii) the shares subject to the OPA were traded in at least 95% of trading sessions during this period, with an average daily financial trading volume equal to or exceeding BRL 10 million.

 

  • Based on the price the bidder is willing to pay, if this applies to a delisting OPA combined with a control acquisition OPA, and the number of shares required for the success of the control acquisition OPA equals or exceeds 20% of the company’s share capital.

 

  • Based on the price at which holders of more than one-third of the outstanding shares have committed to selling their shares in the OPA, if this commitment is not linked to another legal transaction from which the parties involved, or individuals/entities related to them, have received or will receive other financial compensation.

 

  • Auction: The minimum period for the auction has been reduced from 30 to 20 days after the launch of the OPA. In the case of changes in the OPA, the minimum period is 5 business days before the auction for price increases or renunciation of conditions, and 10 business days before the auction for other cases. Furthermore, the auction can be automatically waived in cases of low shareholder dispersion or when auction costs are disproportionately high in relation to the offer value.

 

  • Registration Procedures: Two new registration procedures have been established, automatic and ordinary procedures, replacing the previous voluntary and mandatory OPA regimes. The ordinary procedure requires prior analysis by the CVM and includes current “mandatory” OPAs and voluntary OPAs involving a securities swap. The automatic procedure, where prior CVM analysis is not required, applies to current voluntary OPAs that do not involve a securities swap, which are now referred to as optional OPAs.

 

Additional details about CVM Resolutions 215 and 216 can be found in Portuguese at the following link: https://www.gov.br/cvm/pt-br/assuntos/noticias/2024/cvm-edita-regra-para-ofertas-publicas-de-aquisicao-de-acoes-e-introduz-procedimentos-mais-simples

 

_ STJ decides that Stock Options cannot be seized

The 3rd Panel of the Brazilian Superior Court of Justice (STJ) has ruled that Stock Options cannot be seized. In September, the Court determined that Stock Options have a commercial rather than compensatory nature and has now affirmed the unseizability of this instrument.

 

The unanimous decision was reached within the scope of REsp 1841466 in a case examining the possibility of seizing Stock Options granted by a Company to a former director. According to the vote of the presiding Justice, Ricardo Villas Bôas Cueva, supported by all other justices, Stock Options serve as incentives for employees to participate of the company’s activities and possess a highly personal nature that should be preserved to avoid legal uncertainty. This instrument is intended to sustain employee engagement while maintaining alignment with shareholders. Allowing the seizure of Stock Options would enable any individual to become a shareholder, which could potentially bring outsiders into the business, resulting in the undermining of the instrument fundamental prerogatives.

 

The decision aligns with discussions in Bill 2,724/2022, which proposes the regulation of Stock Options. The bill is currently under consideration in the Brazilian Chamber of Deputies, where it awaits a report from the rapporteur in the Labor Committee, after having already been approved in the Senate.

 

For more information about the ruling in Portuguese, please consult: https://scon.stj.jus.br/SCON/GetInteiroTeorDoAcordao?num_registro=201803046034&dt_publicacao=11/11/2024.

November/December 2023

_The November / December│2023 edition of our Newsletter has the following highlights:

– CVM acquits defendants accused of fraud in transaction to acquire control of a publicly held company

– B3 prohibits company from using the Novo Mercado seal

– CVM acquits members of the board of directors of a publicly held company from an accusation of violating the duty of diligence

_ CVM acquits defendants accused of fraud in transaction to acquire control of a publicly-held company

 

The Brazilian Securities and Exchange Commission (“CVM“) unanimously decided to acquit shareholders of a publicly held company (“Company“) from charges related to alleged fraudulent practices arising from a transaction that guaranteed control of the Company to one of the shareholders.

 

The shareholders were accused of colluding to transfer control of the Company to one of its shareholders, through buying and selling ordinary shares directly on the stock exchange, in order to appear that an original acquisition of control had occurred. This was done to avoid triggering protective measures and the obligation to carry out a public tender offer (“Tender Offer“), as stipulated in the Bylaws of the Company. To this end, the accusation was based on the premise that part of the shareholders held control.

 

CVM concluded that there was not enough evidence to prove that part of the shareholders accused of holding control could have fraudulently alienated it. In summary, CVM relied on four main reasons to support this understanding.

 

Firstly, one of the shareholders did not have the majority of votes in shareholders’ meetings, nor the power to elect the majority of the managers, in addition to evidence of lack of alignment among such shareholders.

 

Secondly, both the information on the sale of shares held by one of the relevant shareholders and the notifications of the shareholders acquiring stake in the Company informing about their interest in participating in its management, were public.

 

Thirdly, the buying and selling of shares were conducted on the stock exchange and, therefore, subject to the interference of third parties.

 

And fourthly, within the context of increasing the Company’s share capital, the acquiring shareholder chose to subscribe to a large number of shares issued by the Company, while the other shareholders chose not to subscribe to new shares.

 

In this context, CVM dismissed the need to hold a mandatory Tender Offer, since the acquisition of control in question did not result from a transfer of control by other shareholders, as required by the Brazilian Corporate Law (Law 6.404/76) and suggested by the accusation.

 

CVM Sanctioning Administrative Proceeding No. 19957.011669/2017-11, and more information can be accessed in Portuguese through the link below:

https://www.gov.br/cvm/pt-br/assuntos/noticias/anexos/2023/20230919_pas_cvm_19957_011669_2017_11_diretor_otto_lobo_voto.pdf

 

_ B3 prohibits Americanas from using the Novo Mercado seal

 

Americanas S.A. (“Americanas“) was prevented from using the Novo Mercado seal, B3’s (Brazil’s stock exchange) highest level of corporate governance. The decision is unprecedented since the listing standard was introduced in the Brazilian system and resulted in the fines for 22 executives, totaling R$ 6.2 million. The infractions are related to the effectiveness of Americanas’ supervision and control system, encompassing risk management, internal controls and auditing, in addition to the effectiveness in the analysis of the disclosed financial information.

 

This is the first formal decision since the case came to light in January, while CVM conducts sanctioning processes and more complex cases are being investigated in administrative inquiries without a defined deadline.

 

In practice, Americanas loses the right to use the Novo Mercado seal in its communications and in its trading ticker on the Stock Exchange. However, the Company will still be subject to all governance and trading rules applied to companies listed on the Novo Mercado.

 

Americanas has already announced that it will appeal the decision. Despite this, until a suspensive effect is granted to the appeal, the decision will remain in force until the Company (i) discloses a report from the independent committee that investigated the fraud, (ii) presents a financial statement with an independent auditor’s report without remarks, (iii) updates its financial statements, and (iv) presents a detailed report on internal controls without any deficiencies.

 

B3’s investigation began in January after Americanas revealed the fraud that led to the request for judicial recovery. Simultaneously, the company was excluded from the Ibovespa index. The decision highlights that these are not isolated failures, emphasizing that supervision and control structures, such as the audit committee, should have acted promptly in a scenario that is not isolated.

 

B3 also rejected the claim that members of the board of directors and the audit committee have the “right to rely” on the board of directors and the information presented by it, reinforcing that holding such positions requires “care and diligence, under penalty of accountability.” The decision also criticized specific inquiries from the audit committee, without in-depth investigations, considering them insufficient to fulfill the expected duty of diligence in a company listed on the Novo Mercado.

_CVM acquits members of the board of directors of a publicly held company from an accusation of violating the duty of diligence

 

CVM acquitted members of the board of directors of a listed company of an accusation of violating the duty of diligence provided for in article 153 of the Brazilian Corporate Law (Law 6.404/76). The accusation, in summary, claimed that the managers were not diligent because they failed to call an Extraordinary Shareholders’ Meeting to grant the right of withdrawal to shareholders after an alleged change in the company’s corporate purpose resulting from the sale of a controlled company (“Transaction“).

 

According to the accusation, as a result of implementing the Transaction, the company ceased to engage in activities analogous to its corporate purpose.

 

CVM’s board did not accept the accusation’s arguments as it understood that there was no alleged change in the corporate purpose. Firstly, because the company’s bylaws allowed it to carry out activities through participation in other companies. Secondly, through an analysis of the corporate purpose of other companies controlled by the company, which were related to the corporate purpose of the company.

 

CVM also pointed out that the Brazilian Corporate Law guarantees any shareholder the right to call an Extraordinary Shareholders’ Meeting when the management delays its call. However, this scenario was not even raised at the time by the shareholders of the company, which reinforces the absence of any change in its corporate purpose.

 

Finally, CVM also took into account the economic crisis that the  company was going through, which led to a process of divestment of various equity interest held by it temporarily.

 

After analyzing this set of factors, CVM acquitted the members of the board of directors.

 

CVM Sanctioning Administrative Proceeding No. 19957.003434/2020-42 can be accessed in Portuguese through the link below:

20230919_pas_cvm_19957_003434_2020_42_diretor_otto_lobo_voto.pdf (www.gov.br)

Prescrição em Processo Administrativo Sancionador: para além da Lei nº 9.873, de 1999

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