On June 18, 2025, the Brazilian Securities and Exchange Commission (CVM) approved CVM Resolution 230, which extends the effective date of CVM Resolutions 215 and 216 to October 1, 2025. CVM Resolution 215, which replaces the former CVM Resolution 85, regulates public offerings for the acquisition of shares (OPA) issued by publicly-held companies. CVM Resolution 216 made specific adjustments to other current rules, with the aim of aligning them with CVM Resolution 215. Both were initially scheduled to come into effect on July 1, 2025. 

The extension of the deadline was justified by the need to complete the development of the automatic OPA module in the SRE System, which will allow the receipt and registration of optional OPAs that do not involve exchange for securities. 

Notwithstanding the postponement of the entry into force of CVM Resolution 215, participants remain entitled to request exemptions or the adoption of a different procedure for the analysis of a takeover bid, based on article 45 of CVM Resolution 85. The aforementioned article allows that, except for the requirements of Law No. 6,404 of 1976 (Corporation Law), in exceptional and duly justified situations, the CVM may approve the exemption of certain requirements or the adoption of its own procedures, different from those provided for in the rule, provided that prior consultation has been carried out.  

Examples of these situations include the company having an extraordinary concentration of shares, difficulties in identifying or locating a relevant number of shareholders, the small number of shares to be acquired in relation to the number of shares in circulation, or due to the total value, the objective or the impact of the offer on the market, the type of registration of a publicly-held company, as defined in specific regulations, the transactions involving a company with negative net equity or with paralyzed or interrupted activities, and the transaction involving a simultaneous offer in markets not monitored by the CVM. 

CVM Resolution 230 came into effect on June 18, 2025. 

To consult the full version of CVM Resolution No. 230, which amends CVM Resolutions No. 215 and 216, both published on October 29, 2024, click here (https://conteudo.cvm.gov.br/legislacao/resolucoes/resol230.html). 

Contact us for more information.