Brazil Securities Commission opens consultation on amendments to issuer share buyback rules including a 15% free float floor and 12% treasury stock limit

The Brazil Securities Commission (CVM) has launched a public consultation on proposed amendments to CVM Resolution 77 to strengthen the framework that listed companies must follow when repurchasing shares of their own issuance, focusing on execution requirements and measures intended to mitigate market-trading impacts. The proposal introduces conditions for daily repurchases in organised securities markets tied to price, traded quantity and timing of trades. It would also prevent buybacks from reducing the shares in circulation below 15% of the total for each share type or class, and raise the maximum proportion of shares held in treasury to 12% to offset the impact of a proposed change to the definition of “shares in circulation” aligned with CVM Resolutions 80 and 215. An alternative route via a public tender offer (OPA) would be created under which the newly introduced restrictions would not apply; the package also includes targeted conceptual and drafting harmonisation and draws on a regulatory impact analysis on long-term liquidity, international comparisons and input from a prior public hearing (SDM 11/13). Comments can be submitted until 17 November 2025 under Public Consultation SDM 04/25, which includes the draft text and a marked-up version of Resolution 77; the consultation forms part of CVM’s 2025 Regulatory Agenda.