Put Andre Jerusalem  – 28/5/2020 

On May 14, the CVM published Instruction 625, which regulates the holding of digital meetings by holders of debentures, promissory notes and real estate receivables certificates (CRI) or agribusiness receivables certificates (CRA). The aforementioned instruction establishes the conditions for holding these meetings exclusively digitally.

The CVM chose not to include the possibility of remote debenture holders' meetings in CVM Instructions 622, of April 17, 2020, and 623, of May 5, 2020, as it understood that said debenture holders' meetings are different from shareholders' meetings in several aspects and deserved their own instruction to regulate them.

We highlight below the main innovations brought by the new instruction:

Expansion of the scope to include securities issued by companies not registered with the CVM that have been subject to public offerings with restricted efforts under Instruction 476.

a) Express mention of the applicability of the rule to meetings of holders of real estate or agribusiness receivables certificates and promissory notes.

b) Clarification that the responsibilities attributed to the issuing company or the fiduciary agent are related to which of these agents called the meeting.

c) Provision that the minutes of meetings must indicate the number of votes cast in favor and against and abstentions in relation to each proposal on the agenda, explaining the division by series, when applicable.

d) Inclusion of a provision on the treatment to be given to remote voting instructions in cases of justified postponement or suspension of meetings.

We have recently had some experience with holding digital meetings. Although they are theoretically regulated, in practice we recommend that companies receive appropriate advice, as a series of precautions must be taken to ensure that the digital meeting is not questioned in the future. We are available to assist our partners and clients in this regard.