The Brazilian Securities and Exchange Commission ("CVM") published, on 03/22/2023, CVM Resolution 180 ("Resolution"), which punctually amends CVM Resolutions 80 and 160, in order to reduce regulatory requirements and enable the application of automatic rite in certain subsequent offerings.
The main changes promoted in CVM Resolution 80, which provides for the registration and the provision of periodic and occasional information from issuers of securities admitted to trading in regulated securities markets, are the following:
- Revision of the fields not required of category B companies to standardize and provide clarity on the non-requirement indicators in items and sub-items of the reference form, with the proviso that there was no change in the content of the requirements;
- Change in the issuer registration request flow to clarify that CVM's technical area will now only manifest itself in case of insufficiency of the documentation presented in the issuer registration request; and
- Exclusion of footnotes number 90 and 91 in the reference form, in order to remove the doubts that arose when filling out the document.
Regarding CVM Resolution 160, which deals with public offerings for primary or secondary distribution of securities and the trading of securities offered in regulated markets, we highlight the following changes:
- The definition of Frequent Issuer of Fixed Income (EFRF) has been changed, enabling offerings to benefit from the automatic rite in cases where the single obligor of securitization security backing is classified as an EFRF;
- Application of the automatic rite in subsequent offerings of closed-end fund quotas is possible when aimed at professional and qualified investors, as well as in offerings aimed at the general investing public, as long as they are previously analyzed by the self-regulatory entity;
- Prior analysis by a self-regulatory entity, in order to remedy omissions, accommodate new hypotheses of registration requests previously analyzed by a self-regulatory entity, and allow that the self-regulatory entity's manifestation may be presented until the actual registration of the offering by CVM, and not from the moment of the registration request;
- The change in the flow of the request for registration of the offering optimizes the analysis of the request, and the registration documentation may be presumed to be sufficient after the 10-day period, and the manifestation of the technical area will only be necessary if the documentation presented is insufficient.
CVM emphasized that the Resolution was not submitted to public consultation due to the punctual and specific nature of the changes, as well as because it promotes changes aimed at reducing regulatory requirements.
Finally, we point out that the Resolution went into effect on 04/03/2023.
For more information, the Capital Markets team at our office([email protected]) is available to help you.