Mês: January

January 2026

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

– Publicly held companies listed on the Novo Mercado received exceptional treatment from B3 to issue preferred shares

– CVM postpones the entry into force of the Regime FÁCIL

– CVM releases the 2026 calendar with information on filing deadlines

 

_Publicly held companies listed on the Novo Mercado receive exceptional treatment from B3 to issue preferred shares

 

Publicly held companies listed on the Novo Mercado trading segment were granted exceptional treatment by B3 to issue preferred shares, registered, book-entry and with no par value, with voting rights, convertible into common shares and redeemable. Such practice is generally prohibited by Article 8 of the Novo Mercado Regulation, which requires the exclusive issuance of common shares.

 

The request for the exception, grounded on Article 70 of the Novo Mercado Regulation, resulted from the transitional rule introduced by Law No. 15,270, of November 26, 2025, which allows dividends approved by December 31, 2025 to retain tax exemption, provided that the effective payment occurs by the end of 2028, even if in a fiscal year different from that in which they were declared.

 

In granting the request, B3 established strict requirements to ensure that the corporate governance standards typical of the Novo Mercado segment are preserved, as evidenced in the specific cases reviewed. The issuance of such preferred shares must observe the following conditions:

 

  • Voting Rights: The preferred shares must grant voting rights, in accordance with the “one share, one vote” principle, aligned with the core premise of the Novo Mercado.
  • Temporality: The structure is temporary, authorized exclusively to enable the bonus issue resolved at the end of 2025, with a maximum validity through December 31, 2028.
  • Nature of the Review: B3 emphasized that the waiver is limited to capital markets regulatory aspects and does not represent an endorsement of the structure from a tax perspective or under any other viewpoint.

 

The full rationale for the waivers may be accessed in Portuguese through the following link:
https://www.b3.com.br/pt_br/regulacao/regulacao-de-emissores/condicoes-excepcionais/

 

 

_ CVM postpones the entry into force of the Regime FÁCIL

 

CVM issued Resolution CVM No. 236, introducing specific adjustments to the Regime FÁCIL and postponing its entry into force to March 16, 2026. The regime is designed to simplify regulatory obligations applicable to smaller publicly held companies, reducing compliance costs and facilitating access to the capital markets.

 

According to CVM, the postponement aims to ensure greater legal certainty and to provide market participants with additional time to adapt to the new rules. Among the changes introduced, the following stand out:

 

  • Financial statements: Unregistered issuers, in offerings addressed to professional investors, may disclose only the financial statements for the most recent fiscal year, instead of three fiscal years.
  • Exemption from maintaining a dedicated website: These issuers are exempt from maintaining their own website, provided that disclosures continue to be made through CVM systems and the systems of the organized market entity.
  • Daily fines: Clarification regarding the application of daily fines for delays in the submission of regulatory forms and documents, including the FÁCIL form and the ISEM.

 

Further information in Portuguese is available at the following link:
https://www.gov.br/cvm/pt-br/assuntos/noticias/2025/cvm-edita-norma-que-promove-ajustes-pontuais-no-regime-facil-e-adia-sua-entrada-em-vigor

 

 

_ CVM releases the 2026 calendar with information on filing deadlines

 

CVM has made available the 2026 Calendar with deadlines for the submission of periodic and event-based information required from regulated entities. The calendar covers, among other matters, deadlines for the filing of financial statements, periodic forms and ongoing disclosure obligations, serving as a reference for listed companies, investment funds, intermediaries and other capital markets participants.

 

The CVM 2026 Calendar can be accessed at:
https://www.gov.br/cvm/pt-br/assuntos/regulados/envio-de-informacoes-a-cvm-calendario

 

Fato relevante, comunicado ao mercado e aviso aos acionistas: critérios, diferenças e desafios práticos.

Posted in: Uncategorized

Agenda Regulatória da CVM 2026 combina foco em novos riscos e aprimoramento de normas

Posted in: Uncategorized

Até que ponto os administradores podem confiar nas informações que recebem?

Relator do caso Brumadinho na CVM vota por multa de 27 milhões a diretor e considera que “right to rely” não é absoluto

Posted in: Uncategorized

January/February 2024

_The January – February│2024 edition of our Newsletter has the following highlights:

– CVM absolves accused of fraud in acquisition operation of controlling interest in a publicly traded company

– Google Trends helps identify errors or fraud in financial statements of Publicly Traded Companies

– Request for Suspension of Public Tender Offer for Acquisition of Shares due to alleged inconsistencies in the Appraisal Report is denied by CVM

– CVM releases new regulation on the disclosure of information related to diversity and inclusion support practices by publicly traded companies

_ CVM absolves accused of fraud in acquisition operation of controlling interest in a publicly traded company

 

The Brazilian Securities and Exchange Commission (“CVM“) unanimously decided to absolve shareholders of a publicly traded company (“Company“) from charges related to alleged fraudulent practices arising from an operation that secured control of the Company to one of the shareholders.

 

The shareholders were accused of colluding to transfer control of the Company to one of the shareholders through buying and selling ordinary shares directly on the stock exchange, so as to appear that an original acquisition of control had taken place, in order to avoid triggering protective measures and the obligation to make a public offer for shares (“OPA“), as stipulated by the Company’s Bylaws. The accusation was based on the premise that some of the shareholders held the controlling power.

 

The CVM found that there were not sufficient elements to prove that some of the shareholders indicated by the accusation held the controlling power – and consequently, they could not have fraudulently alienated it. There were, in summary, four main reasons used by the CVM to support this understanding.

 

Firstly, one of the shareholders did not have a majority of votes in general assembly deliberations, nor the power to elect the majority of administrators, in addition to evidence showing lack of alignment between such shareholders.

 

Secondly, both the information regarding the sale of shares held by one of the relevant shareholders and the notifications from the acquiring shareholders to the publicly traded company informing about their share acquisitions and their interest in participating in its administration were public.

 

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

 

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

 

In this context, the CVM dismissed the accusation of the obligation to carry out an OPA, since the acquisition of the controlling power in question did not result from a transfer of power by other shareholders, as required by the Brazilian Corporations Law (Law 6.404/76) and suggested by the accusation.

 

More information can be accessed 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

 

_ Google Trends helps identify errors or fraud in financial statements of Publicly Traded Companies

 

Google developed the Google Trends platform as a free research tool capable of identifying the popularity of a search term on Google itself and also monitoring in real-time consumers’ online searches for retail products.

 

Thus, based on the analysis of data collected by Google Trends, researchers from the UCLA Anderson School of Management conducted a study in which they examined the relationship between data on the presence of 1,900 publicly traded companies on Google Trends and the revenues reported in their respective financial reports.

 

For this purpose, the study analyzed year-over-year variations in the quarterly search volume of products from the analyzed companies and the increase in their sales. Companies categorized as “Low Search-High Revenue Companies” (MUP Companies) were identified as having a 165% higher likelihood of subsequently correcting their sales data. Thus, the study concluded that discrepancies between these metrics could indicate inaccuracies in the accounting data or even fraudulent practices by the companies. In this sense, the research presented examples of retailers with financial difficulties, whose decrease in searches on Google Trends did not match the increases in revenues disclosed in the financial statements, indicating possible irregularities.

 

The research was also covered by the Wall Street Journal, which highlighted the utility of the metrics used by Google Trends for day traders and other investors to determine how much they should trust the financial reports of the companies. Furthermore, the Journal emphasized that the MUP metric, in particular, could even assist the United States Securities and Exchange Commission (SEC), auditors, and other interested parties in identifying fraudulent reports and data.

 

More information can be accessed through the link below:

https://capitalaberto.com.br/temas/companhias-abertas-temas/google-trends-ajuda-a-identificar-erros-ou-fraudes-em-balancos/

https://anderson-review.ucla.edu/wp-content/uploads/2023/11/Teoh-Google-RevMngmt.pdf

 

_ Request for Suspension of Public Tender Offer for Acquisition of Shares due to alleged inconsistencies in the Appraisal Report is denied by CVM

 

An asset manager requested the Brazilian Securities and Exchange Commission (“CVM“), on behalf of the funds under its management, to halt a public tender offer for the acquisition of shares (“OPA“) due to an increase in stake made by a company in which the managed funds were shareholders.

 

The request was based, in essence, on the allegation that the appraisal report presented in the context of the OPA did not reflect the fair value of the company, as it was produced based on “assumptions and projections provided by the Company that are blatantly contradictory and inconsistent, leading to a substantial devaluation of the evaluated entity”.

 

In response to the request, the Technical Area (SRE) concluded, in summary, that it did not identify technical or material errors in the appraisal report that should lead to the requested suspension of the OPA, as it was not within the CVM’s purview to judge the selection of assumptions used in an appraisal report. Shareholders who disagree with the assumptions used in an evaluation of the company subject to the OPA, if they hold more than 10% of the company’s issued shares, should submit a request to the administrators of that company, including evidence that, in their view, demonstrates a flaw or inaccuracy in the appraisal report of that company, requesting that the said administrators convene the special assembly provided for in article 4-A of the Brazilian Corporations Law..

 

The asset manager appealed to the Collegiate Body of the CVM, which unanimously followed the technical area’s understanding and deliberated against granting the appeal, confirming the understanding that the OPA, whose auction was already scheduled, should not be suspended.

 

More information about the process can be accessed through the link below:

PROC. 19957.004081/2023-41 (cvm.gov.br)

 

_ CVM releases new regulation on the disclosure of information related to diversity and inclusion support practices by publicly traded companies

 

On February 1, 2024, the Brazilian Securities and Exchange Commission (“CVM“) published Resolution CVM No. 198 (“Resolution CVM 198“), which makes specific adjustments to Resolution CVM No. 80 of March 29, 2022 (“Resolution CVM 80”), to add a section dedicated to disclosing information about the contingent of persons with disabilities (“PwD“) in the Reference Forms (“RF“) of publicly traded companies. This measure aims to expand the set of information provided about diversity in management bodies and human resources departments of publicly traded companies, aligning with CVM’s commitment to promoting an increasingly diverse and inclusive environment in the Brazilian capital market.

 

Companies can start providing this information immediately, if they wish, however, the detailing about PwD will only be mandatory as of January 2, 2025, to allow for the necessary operational adjustments for the inclusion of this information in the RFs for 2024.

 

In addition to this specific change, Resolution CVM 198 introduces modifications to the footnotes of the RF that will be effective as of March 1, 2024. These modifications aim to simplify the provision of information by companies applying for registration with the CVM, provided they are not simultaneously conducting a public offering of securities. As a result, companies will be able to present information regarding the last three fiscal years ended and the financial statements of the last fiscal year, without the need to provide information about the current fiscal year and about the accounting information disclosed after the end of the fiscal year..

 

To access the full text of CVM Resolution No. 198, dated January 31, 2024, simply follow the link below:

https://conteudo.cvm.gov.br/export/sites/cvm/legislacao/resolucoes/anexos/100/resol198.pdf

January 2023

_the january│2023 edition of our Newsletter has the following highlight:

– CVM Resolution introduces new rules for investment funds

– Brazilian Central Bank publishes resolutions regarding the new Foreign Exchange Law

– Federal Revenue publishes ruling about the CNPJ (taxpayers’ registration number)

– CVM publishes the 2023-2024 Risk-Based Supervision Biennial Plan

 

_CVM Resolution introduces new rules for investment funds

 

The Brazilian Securities and Exchange Commission (“CVM“) published, on December 23, 2022, CVM Resolution 175 (“RCVM 175“), which regulates the incorporation, operation, and disclosure of information of investment funds. RCVM 175 is composed of a general part applicable to all categories of investment funds and of schedules referring to specific rules applicable to different categories of funds.

 

Within the general part, RCVM 175 consolidated changes brought by Law 13.874, published on September 20, 2019 (“Economic Freedom Law“), with emphasis on:

 

  • limitation of liability of quota holders to the value of their quotas;

 

  • the possibility of creating classes of quotas with segregated assets;

 

  • the application of civil insolvency to investment funds.

 

In the part regarding to specific categories of funds, RCVM 175 has two schedules. The first one is about Financial Investment Funds (“FIF“), comprising shares, foreign exchange, multimarket and fixed income, and the second one is about Credit Rights Investment Funds (“FIDC“).

 

Regarding FIFs, the following new provisions of RCVM 175 stand out:

  • allows investments in environmental assets and crypto actives;
  • increases the concentration limits per type of financial asset; and
  • increases the capital risk limits’ exposure (leverage).

 

Regarding FIDCs, RCVM 175 sets forth:

  • assigns liability to managers for structuring the fund and verifying the ballast of credit rights; and
  • includes the obligation of registration of credit rights.

 

According to CVM, the other categories of funds not yet covered by the new rule will have their own Schedules attached in the resolution before entering into force, on April 3, 2023.

 

CVM Resolution 175 can be accessed in Portuguese through the link below:

https://conteudo.cvm.gov.br/export/sites/cvm/legislacao/resolucoes/anexos/100/resol175.pdf

 

_Brazilian Central Bank publishes resolutions regarding the new Foreign Exchange Law

 

To regulate Law 14.286, published on December 29, 2021 (“New Foreign Exchange Law“), which came into force on December 31, 2022, the Brazilian Central Bank (“BACEN”) has published a series of resolutions regarding the following topics:

 

  • BACEN Resolution 277 (“Resolution 277“): foreign exchange market, and inflows and outflows in Brazilian Real and foreign currency amounts in the country;

 

  • BACEN Resolution 278 (“Resolution 278“) and Resolution BCB No. 281 (“Resolution 281“): respectively, foreign credit transactions and foreign direct investment, and transitory provisions related to Resolution 278;

 

  • BACEN Resolution 279 (“Resolution 279“): Brazilian capital abroad;

 

  • BACEN Resolution 280 (“Resolution 280“): definition of the terms “resident” and “non-resident”, as mentioned in the New Foreign Exchange Law.

 

It is noteworthy that, in compliance with the rules set forth in Decree 10.139, of November 28, 2019 (“Decree 10.139“), BACEN has standardized the terminology of regulations it issues in ordinances, resolutions or normative instructions.

 

The resolutions can be accessed in Portuguese through the links below:

 

Resolution 277:

https://www.bcb.gov.br/estabilidadefinanceira/exibenormativo?tipo=Resolu%C3%A7%C3%A3o%20BCB&numero=277

 

Resolution 278:

https://www.bcb.gov.br/estabilidadefinanceira/exibenormativo?tipo=Resolu%C3%A7%C3%A3o%20BCB&numero=278

 

Resolution 279:

https://www.bcb.gov.br/estabilidadefinanceira/exibenormativo?tipo=Resolu%C3%A7%C3%A3o%20BCB&numero=279

 

Resolution 280:

https://www.bcb.gov.br/estabilidadefinanceira/exibenormativo?tipo=Resolu%C3%A7%C3%A3o%20BCB&numero=280

 

Resolution 281:

https://www.bcb.gov.br/estabilidadefinanceira/exibenormativo?tipo=Resolu%C3%A7%C3%A3o%20BCB&numero=281

 

_Federal Revenue publishes ruling about the CNPJ (taxpayers’ registration number)

 

The Federal Revenue of Brazil published on December 6, 2022, Normative Instruction RFB 2119 (“IN 2119“), which changes some understandings about the Brazil National Registry of Legal Entities Number (“CNPJ“). IN 2119 went into effect on January 1, 2023, intending to simplify and debureaucratize procedures.

 

Among the amendments, IN 2119 brings some innovations related to the process of declaration of the ultimate beneficial owner and starts to admit the issuance of CNPJ of companies with only 1 officer, in addition to allowing the registration of managers residing abroad, provided that an attorney-in-fact residing in Brazil is indicated.

 

 

 

The following changes introduced by IN 2119 are also worth mentioning:

 

 

  • the decrease of accessory tax obligations for those who request temporary suspension of their activities;

 

  • the possibility of issuing a certificate to prove the non-existence of a bond between the individual who is a representative, partner, or administrator and a CNPJ.

 

IN 2119 can be accessed in Portuguese through the link below:

http://normas.receita.fazenda.gov.br/sijut2consulta/link.action?idAto=127567

 

_CVM publishes the 2023-2024 Risk-Based Supervision Biennial Plan

 

CVM published, on December 21, 2022, the new Risk-Based Supervision Plan for the 2023-2024 biennium (“2023-2024 Plan“), in which it introduced the so-called “emerging risks”. The biennial risk-based supervision plans are part ofCVM’s strategy to identify, analyze, assess, address, and monitor securities market risks.

 

CVM Resolution 53/2021, of October 15, 2021 (“RCVM 53“), which regulates CVM’s Integrated Risk Management System, considers as risk the events or series of events previously identified whose possible occurrence represents a threat to the fulfillment of its legal mandates, and were classified until then as economic, operational or integrity related.

 

The 2023-2024 Plan kept some risks from the previous two-year plan, such as those concerning the marginal market, related party transactions, prevention and fighting against money laundering and terrorism financing, and proliferation of weapons of mass destruction, and indicated new prioritized risks, such as those linked to the securities offering. The innovation in the 2023-2024 Plan is the inclusion of emerging risks, which are divided into three types:

 

  • influencers risk, created due to the expressive increase of natural persons as investors and the performance of digital influencers who explore topics related to the securities market;

 

  • securities market governance risks in ESG actions, a wide relevance topic in the national and international scenario that, as of 2023, was included in the reference form (formulário de referência) that must be disclosed by Brazilian listed companies; and

 

  • risks regarding unregistered security tokens offerings by large crypto active brokerage houses, a relevant matter due to the increase in tokenization procedures that have been occurring in the market and whose monitoring will allow CVM to dimension the token market and to point out possible securities framing.

 

CVM’s thematic supervision is carried out by several technical areas, which shall coordinate efforts to offer a comprehensive and multifaceted analysis.

 

We contributed on this subject in an article published in the Legislação & Mercado section of Capital Aberto on January 25, 2023, which can be accessed in Portuguese through the link below:

https://legislacaoemercados.capitalaberto.com.br/influenciadores-e-acoes-esg-na-mira-da-cvm/

 

The 2023-2024 Plan can be accessed in Portuguese through the link below:

https://www.gov.br/cvm/pt-br/acesso-a-informacao-cvm/acoes-e-programas/plano-de-supervisao-baseada-em-risco/2023-2024/Plano%20Bienal%20CVM%20SBR%202023-2024/@@download/file/plano_bienal_cvm_sbr_2023-2024.pdf