Melhores Advogados de Mercados de Capitais de Dívida em Guarulhos

1. About Mercados de Capitais de Dívida Law in Guarulhos, Brasil

The field of Mercados de Capitais de Dívida, or debt capital markets, covers instruments such as debentures, real estate receivables certificates (CRIs), agribusiness receivables certificates (CRAs) and other debt securities issued by companies. In Guarulhos, a major industrial and logistics hub in the state of São Paulo, these markets play a key role for local manufacturers, developers and investors seeking financing beyond bank credit. The regulatory framework is national, with local activity guided by federal rules and São Paulo state practices where applicable.

Debt market offerings in Guarulhos must comply with disclosure, registration and investor protection requirements set by the Brazilian regulator, the Comissão de Valores Mobiliários (CVM). Compliance covers issuer due diligence, prospectus or disclosure documents, and ongoing reporting after issuance. Practical considerations include choosing between public offerings and private placements, pricing, credit structuring and the use of special purpose vehicles (SPVs) for securitization strategies.

Public and private debt transactions in Guarulhos interact with the broader Brazilian capital markets ecosystem, including listing venues, rating agencies and legal counsel. Local practitioners often coordinate with national law firms or São Paulo based teams to navigate CVM rules, tax considerations and corporate governance requirements. For more details on the regulatory environment, you can consult CVM and Brazilian law texts available online.

Sources and further reading: CVM regulation of debt markets can be found at the official government site CVM, and the foundational laws are published by the Planalto on Lei 6.385/1976 and Lei 6.404/1976.

O mercado de valores mobiliários no Brasil é regulamentado pela CVM com base nas leis 6.385/1976 e 6.404/1976.

Additional context and official resources are available on the CVM site CVM and the Planalto legislative portal Planalto.

2. Why You May Need a Lawyer

• Guarulhos based manufacturer plans a public debenture issue to fund a new plant expansion. A lawyer can structure the instrument, prepare or review the prospectus or simplified disclosure document, coordinate with auditors and ensure compliance with CVM instructions for public offerings.
• A local real estate developer seeks a CRI to finance a new industrial logistics park. Legal counsel will organize the securitization SPV, align collateral structure with receivership rules and handle rating agency interactions and issuer documentation.
• A Guarulhos investor receives a high yield offer that may involve misrepresentation or inadequate disclosure. An attorney can assess the offering materials, advise on investor protections and pursue remedies under CVM rules and civil law if needed.
• A small business in Guarulhos wants to restructure existing debt through a private placement. Lawyers help with structuring the private offer, identifying qualified investors and ensuring compliance with CVM instruction for private placements.
• A family office in Guarulhos is evaluating investment in debt securities and needs ongoing compliance counsel. A lawyer can assist with disclosure obligations, risk assessments and performance monitoring of the security terms.
• A Guarulhos company wants counsel to negotiate debt covenants and collateral agreements. Legal counsel will draft, review and negotiate covenants, security interests and default procedures to protect the issuer and investors.

3. Local Laws Overview

The debt capital markets in Guarulhos operate under federal and state level rules. Two core federal statutes provide the framework for debt offerings and corporate issuance, while CVM instructions regulate ongoing disclosure and market conduct.

• Lei n° 6.385/1976 - Dispõe sobre o mercado de valores mobiliários e cria a Comissão de Valores Mobiliários (CVM). This law defines the regulatory scope for securities offerings, market participants and the authorization of institutions that operate in the capital markets. Effective from 7 December 1976. Source.
• Lei n° 6.404/1976 - Dispõe sobre as sociedades por ações, governança corporativa e emissão de valores mobiliários. This statute governs how companies raise capital through equity and debt instruments and the rights of security holders. Effective from 1 January 1977. Source.
• Instrução CVM 400/2003 - Regula ofertas públicas de valores mobiliários, incluindo a forma de arquivamento, o conteúdo de prospectos e o tratamento de determinadas ofertas ao público. This instruction is a key reference for debt offerings made to the general market. See CVM materials for current text and amendments. CVM Instrucoes.
• Instrução CVM 476/2009 - Regula ofertas públicas de distribuição com dispensa de registro sob certas condições, orientando ofertas com menor complexidade para investidores qualificados. This instrument is commonly referenced in private-placements to certain investors. CVM Instrucoes.

Recent changes in the 2020s have focused on simplifying certain private placements while strengthening disclosure and investor protection requirements for debt offerings. For the most current rules, consult the CVM portal and the official law texts listed above.

O CVM atualiza periodicamente as instruções para refletir novas práticas de mercado e proteção ao investidor.

Official sources: CVM portal CVM and Brazilian laws on Planalto Lei 6.385/1976 and Lei 6.404/1976.

4. Frequently Asked Questions

What is the basic role of CVM in debt offerings?

The CVM regulates and supervises securities offerings, ensures investor protection and oversees market participants. It enforces disclosure rules and registration requirements for debt instruments and professionals in the market.

How do I start a debt capital transaction in Guarulhos?

Determine whether you will use a public offering or a private placement. Engage a qualified lawyer to prepare the initial documentation and coordinate with CVM if a public offer is planned.

When must I file documents with CVM for a new issue?

Public offerings require registration documents and a prospectus or equivalent disclosure. Private placements have separate, streamlined requirements for disclosure to qualified investors.

Where can I find the official texts for the governing laws?

Key laws are published on Planalto’s site, including Lei 6.385/1976 and Lei 6.404/1976. CVM instructional rules are available on the CVM site.

Is a local Guarulhos attorney necessary for debt offerings?

Yes. A local or São Paulo-based attorney familiar with CVM rules and corporate finance can coordinate with auditors, prepare disclosures and negotiate covenants and security agreements.

Should I choose a public offering or a private placement?

Public offerings reach a broader investor base but require more disclosure and regulatory steps. Private placements are faster and may suit smaller issuers or targeted investors.

Do I need a prospectus for all debt issuances?

A prospectus or a similar disclosure document is typically required for public offerings. Private placements rely on other disclosures to qualified investors, depending on applicable rules.

How long does a typical debt offering take in this market?

Public offerings often span several months from initial structuring to closing. Private placements can close in weeks to a few months, depending on investor readiness and due diligence.

Can a Guarulhos company issue debt with collateral?

Yes. You may use secured debt with specific collateral, subject to contract terms and CVM and civil law requirements for security interests and enforcement.

What is the difference between a debenture and a CRI or CRA?

Debentures are general debt instruments issued by corporations. CRIs and CRAs are asset-backed securities tied to real estate or agribusiness receivables, often requiring SPVs and specific tax and regulatory considerations.

Do I need to hire a local lawyer if I live in Guarulhos?

Engaging a local or São Paulo-based lawyer with capital markets experience helps ensure compliance with CVM rules and local administrative processes, and improves coordination with local institutions.

5. Additional Resources

• Comissão de Valores Mobiliários (CVM) - Brazilian regulatory authority for the securities markets. Function: regulate and supervise capital markets, issuers, investment funds and market participants. Official site: CVM.
• Lei 6.385/1976 - Governs the market of securities and the CVM's authority. Function: foundational framework for capital market regulation. Text: Planalto.
• Lei 6.404/1976 - Governs corporations and securities issuance. Function: sets rules for corporate governance and debt issuance. Text: Planalto.

6. Next Steps

1. Define the transaction type and instrument you will use (public debenture, CRI, CRA or private placement). This determines the regulatory path and disclosure requirements. Timeline: 1-2 weeks for initial decision.
2. Engage a lawyer with experience in Mercados de Capitais de Dívida in Guarulhos or São Paulo. Obtain a fixed-fee proposal and a detailed scope of work. Timeline: 1 week to select counsel.
3. Acquire preliminary documents for due diligence, including corporate structure, cap table, existing debt, and asset documentation for securitization if applicable. Timeline: 2-4 weeks.
4. Prepare the disclosure package or offer documentation and coordinate with auditors and the capital markets team. Timeline: 4-8 weeks for a straightforward deal.
5. Submit the required filings with CVM if a public offering is planned, or prepare for a private placement with investor disclosures. Timeline: 4-12 weeks depending on the offering type.
6. Negotiate terms, finalize covenants and security interests, and obtain any necessary ratings or guarantees. Timeline: 2-6 weeks.
7. Close the transaction and implement ongoing compliance and reporting obligations post-issuance. Timeline: immediate to 2 weeks after closing for initial obligations.