Regulation of the Brazilian capital market

The Brazilian securities market is supervised by the Brazilian Securities and Exchange Commission (CVM), which issues general regulations governing the disciplining and management of th​e stock exchanges, the financial institutions registered with it and other Brazilian securities market participants. Other regulators include the National Monetary Council (CMN) and the Brazilian Central Bank (BACEN), whose powers include authorizing the constitution and activities of securities brokers and regulating foreign investments and foreign-exchange operations.

​In addition to the regulations issued by the CVM, CMN and BACEN, the market is governed by the Securities Market Law and Corporate Law. Among other matters, these laws and regulations determine the requirements regarding the disclosure of information, restrictions on the trading of shares based on insider information, price manipulation and the protection of minority shareholders. According to Brazilian Corporate Law, publicly-held companies are defined as such if their securities are traded on the Brazilian securities market, and closely-held companies are defined as such if their securities are not so traded. All publicly-held companies must be registered with the CVM and are subject to regulatory and information disclosure requirements.

Securities issued by companies registered with the CVM and the São Paulo Stock Exchange (Bovespa) may be traded on the Bovespa. Shares of companies listed on the Bovespa may also be traded privately, subject to certain restrictions. The over-the-counter market, whether organized or not, consists of trading between investors, brokered by a financial institution registered with the CVM and authorized to operate in the capital market. Trading in the securities of a given company on the Bovespa can be suspended at the request of the issuer prior to the publication of a material fact, or by the Bovespa itself or the CVM if, for example, there are indications that the issuer has published material facts containing inadequate or inaccurate information or has given inadequate or inaccurate answers to inquiries by the Bovespa or the CVM.


Disclosure and use of information

Resolution 44 replaces CVM Instruction 358, and its main purpose is to regulate acts or facts that should or should not be disclosed by companies listed on the Stock Exchange, including to consolidate and regulate the CVM’s jurisprudence on the subject.