By Manuela Lisboa

After much expectation in the private equity market, the Brazilian Securities Commission - CVM submitted to public hearing, on December 17, 2015, drafts of instructions amending the rules on the establishment, operation and management of Private Equity Funds (FIPs, from the Portuguese Fundos de Investimento em Participações) and proposing to regulate such funds′ assets′ accounting procedures.

According to the Invitation to Public Hearing SDM No. 05/2015, "the purpose of the draft is to make uniform and bring up to date the rules applicable to FIPs, consolidating the instructions in force that govern the different kinds of private equity funds targeted on closely-held or public companies, and focused on developing the invested company′s business by participating in the company′s management and with a view to a future divestment, after the capital appreciates."

Among the new rules, we call special attention to:

(i)    The possibility to invest up to 40% of the net equity of the fund in shares of other FIPs; 

(ii)    The possibility to invest up to 20% of the net equity of the fund in assets overseas;

(iii)    The creation of FIP subcategories according to the portfolio composition, like FIP - Seed Capital, FIP - Emerging Companies, and FIP - Investment Abroad, among others;

(iv)  The approval by the shareholders′ meeting, by qualified majority, of matters characterized as conflict of interests between the fund and its manager; and

(v)     The obligation to disclose occasional accounting information in the event of material change in the fair value of the fund′s investment during the fiscal year.

In addition, Invitation to Public Hearing SNC No. 03/2015 provides that the proposed draft will allow the practices of acknowledgment, measurement, and disclosure of economic events affecting the FIPs to be made uniform, thus improving the quality of the accounting statements submitted by them. According to the invitation, the accounting criteria applied will be in line with the practices applicable to public corporations.

The public hearings will remain open to suggestions and comments until March 16, 2016, and should receive input from associations acting in the development of the Brazilian capital markets, in addition to other market participants.