_ 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.

_ 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.