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 the 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
CVM Instruction 358 regulates the disclosure and use of information regarding the material acts or facts of publicly-held companies. Among other matters, it:
- Defines the concept of a material fact or event, which includes any decisions made by controlling shareholders, general shareholders‘ meetings or officers of publicly-held companies, or any other acts or facts of a political-administrative, technical, business or financial nature related to the respective business which may materially influence: (i) the market price of the securities issued by the company in question; (ii) investors’ decisions to buy, sell or maintain said securities; and (iii) investors’ decisions to exercise any rights inherent to the holders of securities issued by the company in question;
- Provides examples of material acts or facts, including, among others, the signature of agreements or contracts transferring control of the company; the admission or departure of shareholders maintaining agreements or operational collaboration regarding financial, technological or administrative matters with the company; incorporations, mergers or spin-offs involving the company itself or its associated companies;
- Requires that the Investor Relations Officer, controlling shareholders, executive officers, members of the fiscal council and any other technical or advisory bodies report any material facts to the CVM;
- Requires the simultaneous disclosure of material facts in all the markets in which the company’s shares are traded.
- Requires the purchasers of control over publicly-held companies to publish respective material facts;
- Establishes rules governing disclosure of the acquisition or sale of a material interest in publicly-held companies; and
- Restricts the use of insider information.