The Brazilian Securities and Exchange Commission (CVM) published on March 22, 2023, the CVM Resolution 180, which entered into force on April 3, 2023. The new rule amends CVM Resolution 80, published on March 29, 2022, which regulates the registration and the provisions of periodic and eventual information of the securities issuers, and CVM Resolution 160, published on July 13, 2022, which sets forth provisions related to public offerings of primary and secondary distribution of securities.

CVM Resolution 180 arose from an internal letter, sent to the General Superintendent of CVM, and subsequently sent to deliberation and approval of the CVM’s Collegiate, in a meeting held on March 21, 2023. The regulation was not submitted to the public consultation process because it only had specific and punctual changes. There was also no prior regulatory impact analysis, as its objective is precisely to reduce certain regulatory requirements.

The motivations for the edition of the new resolution were, among other aspects:

• clarify the concept of frequent issuer of fixed income (Emissor Frequente de Renda Fixa - EFRF);
• provide for the application of the automatic rite in subsequent offers of shares of closed-end investment funds;
• specify the times when documents previously reviewed by a self-regulatory authority must be submitted to the autarchy; and
• Optimize the process of requesting registration of the offers and the issuers.

CVM Resolution 180 modified certain wordings of the Exhibit C of CVM Resolution 80. The fields not required from category B companies in the reference forms were reviewed, in order to standardize the use of the marker "X" as an indication of non-enforceability of a given item or sub-item.

In addition, with the amendment of article 5, paragraph 2, of CVM Resolution 80, the flow of applications for issuer registration was changed. With this, the technical area will manifest itself only in cases of insufficiency of the documentation presented in the application for registration of the issuer.

In order to eliminate the inquiries that have arisen about the drafting of the reference forms, footnotes 90 and 91, which provided, respectively, about the cases and methods of presentation of the reference form and on the disclosure of the grouping of employees of a given organization by diversity indicators, have also been deleted.

In response to a formal request sent by the Brazilian Association of Financial and Capital Markets Entities (Anbima), the new resolution amended article 38-A of CVM Resolution 80 to establish compliance with the provisions of CVM Resolution 160 with respect to the EFRF concept. The change aims to eliminate doubts about the possibility of the offers benefiting from the automatic rite, in the hypothesis of offers that have a single debtor of securitization security backing and this one fits as an EFRF.

After amending article 26, item VII, of CVM Resolution 160, CVM Resolution 180 also allowed the use of the automatic rite in offers aimed at professional and qualified investors – as well as in subsequent offers – intended for investors in general, provided that they have prior analysis by a self-regulatory entity.

The new resolution also changed the application flow for the registration of offers, with the amendment of article 37, paragraph 1, of CVM Resolution 160.

The measure optimizes the process of analyzing the requests. Henceforth, the technical area will only contact the applicant if the documents submitted are insufficient. After ten days from the request for registration of the offer, if the applicant has not been contacted, it will be assumed that the documents submitted are sufficient, and there is no longer the need for tacit confirmation by the technical area.

The Brazilian Securities and Exchange Commission has been making several regulatory changes in recent years in order to optimize the securities issuance process. The changes promoted by CVM Resolution 180 are in line with this movement and seek to clarify and specify certain points identified in the application of CVM 80 and CVM 160 resolutions to further facilitate the procedures related to the offers.