Can a private placement be characterized as an irregular public offering?
Can a Private Placement Be Characterized as an Irregular Public Offering? Your company decides to raise capital through a private placement of debentures, commercial notes, closed-end fund units, or even a convertible loan, often to avoid the cost and timeframe of a public offering registered with the CVM (Brazilian Securities and Exchange Commission). But a question arises […]
Governance in Private Companies with Structured Fundraising
Governance in Privately Held Companies with Structured Fundraising There is a misconception that governance is a matter restricted to publicly traded companies, when in fact privately held companies that resort to the capital market to finance themselves, whether through debentures, commercial notes, receivables certificates or securitization and FIDC structures, quickly realize that […]
CVM/SEP Annual Circular Letter: Essential Guide for Publicly Traded Companies in 2026
CVM/SEP Annual Circular Letter: an essential guide for publicly traded companies in 2026. Every year, the Superintendency of Corporate Relations of the Brazilian Securities and Exchange Commission (SEP/CVM) publishes its Annual Circular Letter with relevant guidelines for publicly traded companies, foreign issuers, and incentivized companies registered with the agency. More than just an informative document, the Circular Letter […]
ANBIMA Updates on FIDCs: New Rules for Verification of Collateral and Access for Non-Resident Investors
The Brazilian market for Investment Funds in Credit Rights (“FIDCs”) has recently undergone significant adjustments with the updating of ANBIMA's Codes of Qualified Services and Administration and Management of Third-Party Resources. The new versions of the documents, which were submitted to public consultation at the end of 2025, will come into effect on 23 […]
CVM Resolution 240: CVM Unlocks the Assignment of Credits from Companies Undergoing Judicial Reorganization in FIDCs (Investment Funds in Receivables).
Investment Funds in Credit Rights (FIDCs) play a significant role in structured financing in the Brazilian capital market, allowing the acquisition and investment in credit rights originated by companies from different sectors of the economy. With the entry into force of CVM Resolution No. 175, the regulation of investment funds underwent profound changes […]
BC and CVM facilitate foreign investments in the country's financial and capital markets
The CVM and the BCB published Joint Resolution No. 13 on 12/03/2024, which revokes CMN Resolution 4373 and simplifies the rules for foreign investments in the financial and securities markets. The rule aims to attract more investors, reduce costs and improve the business environment in Brazil.
The changes include the simplification of procedures, expansion of assets to back DRs, facilitation of investments via specific accounts, extension of the document retention period and adoption of risk-based criteria. The new regulations, the result of public consultation, come into effect on January 1, 2025.
CVM public consultation with proposals for the new EASY Regime for smaller companies
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.
Suggestions and comments can be sent until 12/6/2024 to the CVM email [email protected].
New BCB Resolution No. 339 updates the rules regarding written duplicates
By Moema Giovanella The National Monetary Council – CMN, the Central Bank of Brazil – BCB and the Securities and Exchange Commission – CVM have been building an important regulatory agenda in recent years to increase competitiveness and security in the negotiation of commercial receivables in the country. Just like the changes to the rules for receivables […]
CVM Circular Letter on Receivables Tokens
By Moema Giovanella The result of extensive debate by the Securitization Superintendence – SSE of the Securities and Exchange Commission – CVM with the market after the first publication on the subject, Circular Letter CVM/SSE 4/2023 (OC 4/23), together with Circular Letter CVM/SSE 6/2023 (OC 6/23), published on 07/05/2023, aims to publicize […]
New Rules for Crowdfunding
By: André Jerusalmy Last Tuesday, June 28, 2022, the Brazilian Securities and Exchange Commission (CVM) published CVM Resolution No. 158, which amended CVM Resolution 88 (“Resolution 88”), which deals with the rules for carrying out collective financing of projects, also known as crowdfunding, and which will come into effect […]