Author: Moema Giovanella
Published on December 26, 2023, the New Code of Public Offers of the Brazilian Association of Financial and Capital Market Entities (ANBIMA), the document brings new recommendations on the reorganization of matters between code and rules linked to the national financial market.
Among the changes in the New Public Offers Code is the addition of the following annexes: (i) activity of offer coordinators; (ii) activity of a securitization company; (iii) public securitization offers; (iv) public offerings of closed-end funds; and (v) mandatory documents and information. The document establishes best practices for coordinators in structuring public offerings of securities, both primary and secondary, and in public offerings for the acquisition of shares in publicly-held companies. In this sense, any institution associated with ANBIMA, when acting in a public offering, must observe the requirements set out in the New Public Offering Code.
The New Public Offering Code, of a principled nature, provides for the activities of structuring, coordinating and distributing public offerings of securities. The device establishes principles and rules for the structuring, coordination and distribution of public offerings of securities aiming to promote, mainly: (i) The protection of the interests of the investing public; (ii) The efficiency, transparency and development of the securities market; (iii) Maintaining the highest ethical standards and enshrining the institutionalization of equitable practices in the financial and capital markets; (iv) Fair competition; (v) The standardization of its procedures; and (vi) Greater quality and availability of information, especially through the sending of data by participating institutions to ANBIMA. In this sense, the device aims solely at self-regulation for participants in the country's financial market, for educational purposes and in a non-exhaustive manner, strictly so that institutions that choose to follow the self-regulation rules present in the New Public Offers Code are aware of that, in addition to the self-regulation rules provided there, there are additionally regulatory standards to be observed depending on their activities.
As a result, the following are subject to ANBIMA's New Public Offer Code: (I) Coordinators; (II) Fiduciary agents; (III) Note agents; (IV) Securitization companies; (V) Resource managers and fiduciary administrators when acting in the coordination of public offers for the distribution of closed-end funds managed or administered by them, as the case may be, under the terms permitted by the CVM; (VI) All public offerings of securities. Those who wish to access the full ANBIMA New Public Offering Code should access the link below: https://www.anbima.com.br/data/files/AD/5/A96/B5/F3D274A810E180D3EA8BA2A2/8.% 1Codigo%20de%20Ofertas%20Publicas_20.pdf