The Securities and Exchange Commission – CVM has made available to the general public of investors the public consultation of the proposed rules that establish the Facilitation of Access to Capital and Incentive to Listings – FÁCIL regime, which is part of the CVM 2024 Regulatory Agenda, bringing new rules, on an experimental basis, that promote facilitation of entry and access of smaller companies to the capital market.

The new EASY regime proposes a regulatory environment established specifically for smaller companies, with a reduction in the requirements imposed on these companies, encouraging the use of the capital market as a way of raising funds for companies in the intermediate range between crowdfunding investment and traditional securities market, which currently attracts companies with billion-dollar revenues and public offerings that start in the range of a few hundred million reais, despite the lack of limits on the respective market.

To this end, the CVM proposes, through the creation of the EASY regime, to provide flexibility to issuers of securities in line with the legal provision contained in articles 294-A and B of the Corporations Law, involving legal obligations, the waiver of which by the CVM was authorized by the Corporations Law itself, as well as sub-legal obligations associated with the rules issued by the CVM itself and which relate to (i) obtaining, maintaining and canceling the registration of issuers of securities; and (ii) carrying out public offerings for the distribution of securities of these issuers.

The EASY regime will allow companies with gross revenues below R$500 million to register with the CVM in a more agile and unbureaucratic manner and be classified as smaller companies – CMP. The CMP classification is in addition to categories A or B, currently applicable to the registration of issuers due to the intention to issue shares and other securities (category A) or only debt securities (category B). Once registration is obtained, the company classified as CMP will be able to enjoy the advantages of a modulated regime with exemptions related to this classification.

Aiming to eliminate or reduce several requirements applicable to publicly-held companies in general, the EASY regime, among other innovations, provides that smaller companies may, among others:

• obtain issuer registration with the CVM automatically, after listing with an entity managing an organized market.
• replace the reference form, prospectus and sheet with a single form, presented annually or at the time of public offerings. disclose accounting information in half-yearly periods, replacing quarterly information.
• hold meetings with exemption from remote voting rules. carry out a public offering for the distribution of securities of up to R$300 million under a “direct offering” regime, with exemption from registration with the CVM and the hiring of a lead coordinator.
• obtain cancellation of registration through a public offering for the acquisition of shares (OPA) with a successful quorum equivalent to half of the shares in circulation, replacing the current 2/3 of the shares in circulation.

Suggestions and comments can be sent until 12/6/2024 to the CVM email conpublica0124@cvm.gov.br.