Melhores Advogados de Valores mobiliários em Brasil

1. About Valores mobiliários Law in Brasil

Valores mobiliários, or securities, law in Brasil governs how financial instruments such as stocks, bonds, debentures and other investment products are issued, traded and disclosed. The regime emphasizes investor protection, market transparency and orderly trading practices. The framework blends corporate law, securities regulation and market conduct rules to ensure honesty and fair access for participants.

The Brazilian securities market is supervised by the Comissão de Valores Mobiliários (CVM), which establishes rules for disclosures, offerings, trading, and registration of market participants. Public offerings, prospectuses, and ongoing reporting requirements are central elements of the regime. Understanding these rules helps individuals and companies avoid sanctions and pursue compliant transactions.

Fonte: CVM regula, fiscaliza e disciplinar o mercado de valores mobiliários no Brasil. Consulte CVM para orientações atualizadas.

Key terms to know include prospectus (prospecto), public offering ( oferta pública), disclosure obligations (obrigações de divulgação), fiduciary duty (dever fiduciário), and market intermediaries (intermediários do mercado).

Two foundational sources for Brasil's securities regime are the Lei das Sociedades por Ações and the specific market regulator statutes. Official texts and updates are published by the Brazilian government and CVM. For official texts, see the Planalto portal and the CVM site.

2. Why You May Need a Lawyer

Engaging a securities lawyer can protect your interests in complex and high-stakes matters. Below are concrete scenarios faced by Brasil residents that typically require specialized legal counsel.

• Misrepresentation in a public offering: If a retail investor discovers that a prospectus contained material misstatements or omitted key risks, a lawyer can assess remedies under Brazilian law and regulatory penalties via CVM procedures and civil claims.
• Disputes with a broker or investment advisor: When advisory services lead to losses due to negligence or undisclosed conflicts of interest, a lawyer helps pursue claims against the advisor, brokerage firm, or related entities under regulatory and contractual frameworks.
• Regulatory investigations or sanctions by CVM: If a company or individual faces CVM sanctions for market misconduct, a lawyer can handle defense, appeals, and settlement negotiations with the regulator.
• Disclosure failures by a listed company: Shareholders or investors harmed by inadequate or late disclosures may seek remedies under the company law and CVM rules, including damages and corrective actions.
• Formation of a private securities offering: For private placements, a lawyer helps structure the offering to comply with Instruções CVM and to prepare the necessary disclosure documents to avoid non-compliance.
• Cross-border investments or foreign investor issues: Non-residents investing in Brazilian securities may face additional registration or custody requirements; a lawyer can coordinate with local entities and ensure compliance with Brazilian and international rules.

3. Local Laws Overview

Two core statutes and a set of regulatory instruments govern Valores mobiliários in Brasil, complemented by evolving CVM rules. The interplay among these rules shapes how securities are issued, traded and regulated.

Lei nº 6.404/1976 (Lei das Sociedades por Ações) governs corporate structure, governance, disclosure and share issuance for corporations. It has been amended by later laws to strengthen governance and accounting practices, notably through Law 11.638/2007 and Law 11.941/2009. These amendments modernized accounting standards and governance to align with international practices.

Lei nº 6.385/1976 (Lei do Mercado de Valores Mobiliários) creates the framework for market regulation and the CVM, outlining the regime for market intermediaries and supervision. It established the CVM as the central regulator of the securities market in Brasil and continues to guide regulatory authority and market oversight.

Instrução CVM 400/2003 and Instrução CVM 476/2009 regulate public offerings and simplified registrations, including the use of prospectuses and exemptions from full filing in certain cases. These rules affect how securities are offered to the public and how information is disclosed to investors. The CVM updates these instruments periodically to reflect market evolution.

For official texts and updates, consult the Planalto portal for laws and the CVM site for instructions and regulatory guidance. Planalto and CVM provide the authoritative sources.

4. Frequently Asked Questions

What is the CVM and what does it regulate?

The CVM is the Brazilian Securities and Exchange Commission. It regulates public offerings, markets, listing rules, intermediaries, and investor protection. It also enforces compliance and imposes sanctions when rules are violated.

How do public offerings of securities work in Brazil?

A public offering requires a prospectus unless an exemption applies. The issuer must file with CVM, undergo review, and comply with ongoing disclosure duties after listing or distribution. The process aims to inform investors and ensure market integrity.

When did Brazil implement major securities regulations?

Key foundations include Lei das S A, enacted in the 1970s, and the establishment of CVM in 1976. Subsequent amendments in 2007 and 2009 modernized governance and accounting practices.

Where can I find official Brazilian securities laws?

Official texts are available on Planalto's website and CVM's regulations page. These sources provide the authoritative versions and any amendments. See the Planalto and CVM portals for the latest texts.

Why is a prospectus required for a public offering?

A prospectus provides essential information about the issuer, risks, and terms of the securities. It helps investors make informed decisions and satisfies regulatory disclosure duties.

Can a non-Brazilian invest online in Brazilian securities?

Yes, but non-residents must generally use a registered Brazilian broker and comply with local registration and tax obligations. Some products may have restrictions for foreign investors.

Should I hire a securities lawyer for a private investment dispute?

Yes. A specialized attorney can assess regulatory and civil avenues, negotiate settlements, and guide you through CVM procedures or court actions as appropriate.

Do I need to register as an investment advisor in Brazil?

Individual advisors typically require appropriate licensing or registration with the CVM or related bodies, depending on their activities. Verify the exact regulatory status before offering advice or managing assets.

What is an Instrução CVM and how does it affect my case?

Instruções CVM are regulatory rules issued by the CVM that detail how offerings and market activities must be conducted. They guide compliance, filing requirements, and investor protections in different scenarios.

How long does a typical securities dispute take in Brazil?

Regulatory investigations can take several months, while civil litigation may span 1-3 years or more depending on complexity and docket load. Timelines vary with the nature of the claim and the court.

What is the difference between a public distribution and a private placement?

A public distribution is offered to a broad audience and requires a prospectus and CVM registration. A private placement is restricted to qualified investors and may be exempt from full public filing under certain conditions.

Is there a timeline to report irregularities to CVM?

Yes. Suspected violations should be reported promptly; CVM has channels for complaints and investigations, and timely reporting can affect remedies and proceedings.

5. Additional Resources

Comissão de Valores Mobiliários (CVM) - Official regulator responsible for supervising and disciplining the Brazilian securities market, including public offerings, trading, and market intermediaries. https://www.cvm.gov.br

Portal Planalto - Official repository for Brazilian federal laws, including Lei 6.404/1976 and Lei 6.385/1976. https://www.planalto.gov.br

Brasil Bolsa Balcão (B3) - The main market operator and exchange in Brasil, providing listing rules, market data and settlement services. https://www.b3.com.br

6. Next Steps

1. Define your objective and assemble all relevant documents, including contracts, prospectus, and communications with brokers. This helps a lawyer assess your position quickly.
2. Identify a specialized securities lawyer with experience in Brazilian public offerings, CVM compliance and dispute resolution. Look for a professional with track records in similar matters.
3. Schedule an initial consultation to discuss the facts, risks, and potential regulatory or civil paths. Bring questions about timelines and expected costs.
4. Ask for a formal engagement letter detailing scope of work, fee structure and estimated costs. Clarify whether fees are hourly, flat, or contingent on outcomes where applicable.
5. Develop a legal plan and timeline with your attorney, including regulatory filings, disclosure duties, or litigation steps. Set milestones and review points.
6. Prepare for costs and timelines by agreeing on a budget range and expected duration. Brazilian securities matters vary but planning reduces surprises.
7. Proceed with representation as advised, including coordinating with brokers, custodians, and the CVM if required. Maintain clear records and communications throughout the process.