The Brazil Securities Commission (CVM) opened a public consultation on two draft measures. Draft A would replace CVM Resolution 44, keeping much of the existing framework but introducing changes mainly to the disclosure of relevant shareholdings and to how issuers use “Material Fact” (Fato Relevante) and “Market Notice” (Comunicado ao Mercado). Draft B would make a targeted amendment to CVM Resolution 80 intended to avoid disclosing information about an offering before the issuer has assessed its viability. Key elements of Draft A include extending the deadline to disclose a relevant shareholding when the investor reaching the threshold does not aim to change the issuer’s control composition or administrative structure, and adding clearer reference points for assessing whether such an objective exists through illustrative lists of indicative conduct. The proposal also systematises the distinction between Material Facts and Market Notices, including, for the first time, a regulatory definition of Market Notices and a list of scenarios that would fall under that category. Additional adjustments cover aligning the concept of persons acting in concert with the analogous concept in CVM Resolution 215, incorporating existing guidance from the Superintendence of Corporate Relations (SEP) on calculating relevant shareholdings, addressing irregular disclosure of Material Facts via Market Notice, and updating the drafting for harmonisation. CVM stated it did not conduct a regulatory impact analysis because it considers the reform low impact and aimed at reducing requirements and regulatory costs. Comments can be submitted until 27 June 2025.

Original source View in tracker