By: André Jerusalem

On May 13, 2022, the Superintendence of Corporate Relations (SEP) of the Brazilian Securities and Exchange Commission (CVM) released Circular Letter CVM/SEP 3/2022 (“Letter”), with guidelines on the indispensability of communicating to the CVM regarding corporate lawsuits in which the issuer, shareholders or administrators appear as parties and which contemplate the characteristics mentioned in Annex I of the CVM Resolution 80, that is, those processes that:

I – involve diffuse, collective or homogeneous individual rights or interests; or

II – decisions may be issued whose effects affect the legal sphere of the company or other holders of securities issued by the issuer who are not parties to the proceedings, such as actions to annul a corporate resolution, actions for the liability of an administrator and actions for the liability of a controlling shareholder.

According to SEP guidelines, information in the referenced form must be sent to the Agency through the Empresas.NET system using the Communication on Corporate Demands category. SEP emphasizes that the deadline for sending this data is set out in Annex I of the resolution.

It is worth remembering that if any information involving the subject is also configured as a relevant act or fact, the issuer must comply with the terms and deadlines established by CVM Resolution 44, and may only disclose the notice of the relevant act or fact if it has all the information required by Annex I of CVM Resolution 80 and clarifies that the communication is in compliance with CVM Resolutions 80 and 44.

Finally, SEP also highlighted in the Official Letter that the provisions in Annex I are optional for corporate lawsuits initiated before the entry into force of CVM Resolution 80.