What if the Price Doesn't End at Closing? Unveiling the Earn-out in M&A Transactions
Earn-out, literally translated, can be understood as "earning over time." In the context of mergers and acquisitions (M&A), the term designates a mechanism by which part of the price is linked to the achievement of future goals. In practical terms, a portion of the value will only be paid if the results [...]
Azul's Restructuring – The Importance of Judicial Reorganization and its Alternatives
The recent approval of Azul Linhas Aéreas' restructuring plan by the New York bankruptcy court on December 12, 2025, represents a significant milestone not only for the company but for the entire Brazilian airline sector. The case highlights the complex interaction between the laws of different countries and the importance […]
Central Bank publishes Public Consultation on new rules for eFX.
The Public Consultation signals a clear move towards regulatory maturation regarding eFX, aligning the service with international best practices.
CVM publishes new Resolution that simplifies the debenture issuance process
On March 6, 2025, the Brazilian Securities and Exchange Commission (CVM) published CVM Resolution 226, which implements regulatory adjustments to simplify debenture issuance, incorporating changes to the Legal Framework for Guarantees (Law 14,711/2023). Key innovations include the elimination of the requirement to register the deed of issuance with the commercial registry, the definition of new procedures for the disclosure of corporate acts, and the CVM's monitoring of debenture spin-offs. Furthermore, deadlines were standardized and rules for fiduciary agents and public offerings conducted through crowdfunding platforms were updated. This measure aims to reduce costs and bureaucracy, promoting the growth of corporate credit in the capital markets.
New CVM Standard for regulating Fiagro
As of the publication of the new CVM Resolution No. 214, of September 30, 2024, by the Securities and Exchange Commission – CVM, investment funds for agribusiness production chains – Fiagro, will become part of the regulatory framework for investment funds in the country.
Among the main changes brought about by the rule are (i) subsidiary application of other CVM normative annexes; (ii) definition of the strategic policy and management of the invested company; (iii) possibility of trading carbon credits from agribusiness; (iv) investment by the Fiagro classes in “any real rights over rural properties”, among others.
CVM Resolution 214 comes into effect on March 3, 2025. Existing Fiagros will have until June 30, 2025 to adapt to the new resolution.
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].
Law No. 14,801/2023 was enacted, creating Infrastructure Debentures
By Moema Giovanella This Wednesday (10) the Executive Government sanctioned, without vetoes, the new Law No. 14,801/2023, which creates Infrastructure Debentures. Despite differing from Incentivized Debentures, which grant benefits to the purchasers of the securities, the new instrument does not eliminate them. According to the new device, special purpose companies, concessionaires, […]
Iosco recommendations on the cryptoasset market
By Moema Giovanella Launched on November 16 by the International Securities and Exchange Commission – Iosco, with the central purpose of addressing relevant issues related to market integrity and investor protection to securities regulators in the organization’s member countries, the cryptoasset report concludes a process that began on May 23 […]
Legal Framework for Loan Guarantees via Law 14,711/23
By Moema Giovanella The entry into force on October 31, 2023 of Law 14,711/23 establishes the Legal Framework for Loan Guarantees, improving the rules for treating credit and guarantees and extrajudicial measures for credit recovery in Brazil. The topic brings great expectations from the market due to the advances it represents to the loan recovery system […]
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 […]