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 […]
Receivables Financing: Civil Assignment vs. FIDC (Investment Fund in Credit Rights)
Accounts receivable financing emerges as a relevant business financing tool, especially in contexts where companies need to transform future payment flows into immediate liquidity without necessarily resorting to a traditional bank credit line. Although the operation is often generically referred to as "selling receivables," the choice of legal structure […]
Debentures, CRIs, CRAs, Financial Bills, and Commercial Notes: Do You Know the Difference?
Fundraising and Investment Instruments: An Overview In the dynamic landscape of the capital market, choosing the right fundraising instrument is a strategic step that defines the cost of capital, the term, and the guarantees of a transaction. Although debentures, CRIs (Real Estate Receivables Certificates), CRAs (Agribusiness Receivables Certificates), financial bills, and commercial notes are frequent tools for generating liquidity, […]
Plural Voting in Brazilian Companies: How Can This Mechanism Redefine the Dynamics of Corporate Control?
Plural Voting in Brazilian Companies: How Can This Mechanism Redefine the Dynamics of Corporate Control? The introduction of plural voting into the Brazilian legal system represented one of the most significant changes in the governance of publicly traded companies in recent decades. The possibility of assigning more than one vote per share makes the traditional corporate principle of […] more flexible.
The New Architecture of Public Offerings in Brazil after CVM Resolution 160
The regulation of public offerings of securities in Brazil underwent a significant transformation with the entry into force of CVM Resolution No. 160/2022, which profoundly reformed the regime previously established by CVM Instructions No. 400 and No. 476. More than a simple regulatory consolidation, the new regulation introduced a more flexible architecture […]
Debt Tokenization: Legal Structure, Market Potential, and Regulatory Challenges
Debt tokenization is emerging as one of the most relevant innovations in the contemporary financial market. Using distributed ledger technologies (DLT) and blockchain, credits that were previously formalized by contracts or securities are now digitally represented by "tokens," which reflect these credit rights and can be traded in technological environments […]
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 […]
Before structuring a new business in the financial system, have you considered how long the Central Bank might take to decide on a regulatory application?
In the Brazilian financial system, several strategic decisions depend on prior analysis by the Central Bank. These include operating licenses, changes in corporate control, business reorganizations, and significant capital alterations. These processes follow administrative deadlines defined by regulation. The structure of these deadlines is outlined in BCB Resolution No. 317/2023, which organizes the maximum timeframe […]
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 […]