By Moema Gionanella*

Introduction
The Securities and Exchange Commission (CVM) plays a fundamental role in regulating and
supervision of the capital markets in Brazil. One of the CVM’s crucial areas of activity is to ensure that companies seeking capital market resources comply with established rules and guidelines. CVM’s Guidance Opinion No. 41 stands out as an important guide for Sociedades Anônimas do Futebol (SAFs), especially with regard to the formation of share capital. In this article, we will explore the relevance of this opinion and the main aspects related to SAFs.

Formation of SAF Share Capital
CVM Guidance Opinion No. 41 establishes essential guidelines for capital formation
of SAFs. One of the main concerns of the CVM is to ensure that the share capital is formed in accordance with current legislation and that it is duly paid in full. This means that shareholders must effectively pay the value of the subscribed shares in cash or through assets with real values. This rule aims to guarantee the financial soundness of the company and protect investors.

SAF issuance shares
In terms of the formation of share capital, the Football Corporations Law opened a
exception to the general rule that does not allow publicly traded companies to issue multiple
categories of common shares. This is due to the obligation imposed on SAFs to establish a specific class of common shares called “Class A”, which is exclusive and reserved for subscription by the football club or the legal entity that originated the SAF.

Therefore, if a SAF plans to issue common shares to outside investors, it has the
flexibility to create distinct classes of common stock. This includes the possibility of creating a
class of ordinary shares without plural voting rights and another class of ordinary shares with plural voting rights.
plural vote. The SAF may also maintain only one class of common shares (Class A) and, in addition,
addition, create a category of preferred shares, provided that the latter does not represent more than
50% of the total shares issued by SAF.

Control power and corporate governance
The SAF Law provides for a basic governance structure, complemented by the SAFs' bylaws, provided they are in compliance with the law and CVM regulations, if the SAF intends to access the capital markets.

It is important to note that the accumulation of the positions of Chairman of the Board of Directors and
CEO in SAFs, except for smaller companies. In addition, the participation of independent members on the SAF Board of Directors is mandatory.

The SAF Law requires that shareholders holding more than 10% of voting shares in a SAF and who hold shares in another SAF are not entitled to speak or vote at meetings of both companies, although they may attend to follow the discussions. As a publicly-held company, it must provide additional information in the Reference Form and issue relevant communications or notices in accordance with applicable regulations. This ensures transparency and compliance with capital market regulations.

Thus, the CVM Guidance Opinion covers these key points to establish a clear governance and compliance framework for SAFs, promoting transparency and integrity.
in their operations.

Access to capital markets
The CVM presents a variety of options for Football Corporations (SAFs)
enter the capital market. Below, we highlight these possibilities:

1. Going public and Initial Public Offerings (IPOs): Going public followed by an IPO is a common approach to raising capital market financing. This allows SAFs to expand their operations, reduce capital costs, and restructure their debt. SAFs that register as issuers of securities in authorized markets must follow CVM regulations.

2. Fut Debentures: SAFs that are not registered as publicly-held companies with the CVM may issue fut debentures exclusively to professional investors. When offered without target audience restrictions or admitted to trading in organized markets, the SAF must follow CVM regulations for debentures in general, such as CVM Resolutions No. 77 and No. 81.

3. Investment Crowdfunding: Crowdfunding is an option for obtaining investments
by small SAFs, as long as they meet the criteria of CVM Resolution No. 88, such as
annual gross revenue limited to R$40,000,000.00 and maximum annual fundraising of R$15,000,000.00. This modality offers simplicity and reduced costs compared to public offerings.

4. Investment Funds: Shares issued by SAFs registered as publicly-held companies and
listed on organized markets can be invested in by Equity Investment Funds, Private Equity Investment Funds (FIPs), Real Estate Investment Funds and Credit Rights Investment Funds (FIDCs). FIPs, in particular, may be attractive for receiving investments as the SAF prepares to go public. Real Estate Investment Funds can also raise funds for real estate assets operated by the SAF, such as stadiums and training centers.

5. Securitization: Securitization allows SAFs to anticipate the receipt of credit rights by assigning these rights to FIDCs and securitization companies. This generates shares and certificates of receivables backed by the credit rights, which are distributed to investors in the capital markets. This strategy can be applied to a variety of assets, such as advertising revenues, broadcasting rights, premiums and property rentals.

These options offer SAFs flexibility to access the capital markets, finance their
operations and develop projects effectively, adapting to the specific needs of each situation.

Disclosure of information in the context of offers and transparency
Regardless of the method that SAFs use to attract popular savings, it is important to highlight that public offerings of securities issued by them have a unique potential to attract both capital market investors with different profiles and levels of knowledge, as well as fans, who may be influenced by their passion for their football teams, which may affect investment decision-making.

Therefore, it is advisable for SAFs and their advisors to pay special attention to the description of the risk factors of the offerings and the issuers, as well as to the use of clear, concise and balanced language in the offering documents, highlighting both positive and negative information. Specific warnings to reduce the emotional bias of fans are recommended to help investors make conscious and informed decisions, without being influenced by non-rational feelings related to the love for their football teams.

*(with the collaboration of Felipe Kang)