The Argentina Securities Commission (CNV) has launched a public consultation on amendments to the rules for primary placements of negotiable securities, aimed at strengthening transparency, conflict-of-interest management and investor protection. The proposal would apply to primary placements of negotiable obligations and shares and, where relevant, to units of closed-end mutual funds and financial trusts. It would also introduce clearer regulatory definitions for the parties involved and a standardized reporting annex for information sent to CNV. The draft would require the prospectus, supplement or final offering document to identify who determines the cut-off price, rate, internal rate of return or other financial variable and the allocation, describe the order-receipt process and specify auction or tender opening and closing times. It would tighten controls on placing agents' own-account activity by blocking own-account orders in public auctions or tenders until 45 minutes before the book closes and, in bookbuilding, by making those indications of interest conditional on insufficient outside demand and no displacement of other bidders, while banning submission through foreign placing agents. Placing agents would also be barred from charging investors additional commissions or fees for taking part in the offering. Markets, and subsidiarily intervening agents, would have to report a standardized Annex I dataset to CNV within two days after the placement closes, while the lead bookrunner would have to submit documentary support for its allocation decision at the time of allocation. The proposal also expands same-day public disclosure of placement results, requires markets to give CNV direct real-time access to placement systems, shortens the deadline for evidencing placement efforts to 10 business days from 15, and removes the initial subscribers form for financial trusts. The Annex I reporting duties would also apply when registered agents or markets take part in primary placements by public sector or multilateral issuers.

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