Melhores Advogados de Valores mobiliários em São Paulo

1. About Valores mobiliários Law in São Paulo, Brasil

Valores mobiliários, or securities, refer to financial instruments such as shares, debentures, fund quotas and similar assets that can be traded in capital markets. In Brazil, the regulation of these instruments is federal and applies uniformly across all states, including São Paulo. The Comissão de Valores Mobiliários (CVM) is the primary regulator responsible for rules, supervision and enforcement.

In practice, São Paulo concentrates much of the market activity, with many issuers, brokers and the central trading venue (B3) headquartered in the city. Companies in São Paulo raise capital through public or private offerings, while investors seek protection under disclosure, anti-fraud and governance rules. The legal framework balances corporate flexibility with investor safeguards.

“CVM regulates and disciplines the market of valores mobiliários in Brazil.”

2. Why You May Need a Lawyer

São Paulo residents frequently require legal assistance to navigate securities matters. Below are concrete scenarios where hiring a lawyer can prevent risk and save time.

• Private placements and public offerings: A São Paulo startup plans a private placement of shares to accredited investors and must ensure compliance with CVM rules to avoid “oferta ao público” pitfalls and potential sanctions.
• Prospectus review for an initial public offering (IPO): A large SP issuer seeks to go public on B3 and needs lawyers to structure the prospectus, ensure accurate disclosures and coordinate with auditors and underwriters.
• Investor complaints or broker disputes: An investor in a São Paulo brokerage alleges misrepresentation or execution errors in trades and needs filing guidance with CVM and potential restitution pathways.
• Corporate governance and post-merger disclosures: A São Paulo company merges with another entity and must align with corporate governance and disclosure duties under Lei das S/A and CVM instructions.
• Enforcement actions or sanctions: A company or investor faces CVM enforcement or a state or federal civil action related to securities violations and requires strategic defense and compliance remediation.
• Fund structures and asset management: An asset manager in São Paulo seeks to establish or administer funds subject to CVM rules, including disclosure and suitability requirements for investors.

3. Local Laws Overview

Brazilian securities law rests on federal statutes and CVM regulations, but it is implemented and enforced nationwide, with São Paulo as a key jurisdiction due to market activity. The following laws and regulations are essential to understanding valores mobiliários in São Paulo and across the country.

Lei n° 6.385/1976 - Lei do Mercado de Valores Mobiliários. Esta lei criou a CVM e estabelece a organização e a supervisão do mercado de valores mobiliários no Brasil. Ela fundamenta a regulação de ofertas, registro de emissores e atividades de intermediários. Texto oficial.

Lei n° 6.404/1976 - Lei das Sociedades Anônimas. Define a natureza, o funcionamento e a governança das companhias abertas, incluindo obrigações de divulgação, assembleias e direitos dos acionistas. Texto oficial.

Instrução CVM 400/2003 - Regula ofertas públicas de distribuição de valores mobiliários, incluindo requisitos de registro, prospecto e divulgação ao mercado. A instrução tem sido atualizada ao longo dos anos para aperfeiçoar a transparência e a proteção aos investidores. CVM - Instruções.

Recentemente, a CVM tem enfatizado maior clareza na divulgação de informações em ofertas e ações de fiscalização mais efetivas contra irregularidades no mercado. Em São Paulo, onde grande parte das operações ocorre, as regras são aplicadas de forma consistente com o restante do país. Para acesso direto aos textos legais, consulte as fontes oficiais citadas abaixo.

4. Frequently Asked Questions

What is the CVM and what does it regulate in Brazil?

The CVM is the Brazilian securities regulator responsible for supervising the market, registering emissors and intermediaries, and enforcing rules to protect investors. It issues instructions and circulares that shape how offerings and trading must be conducted.

What qualifies as valores mobiliários under Brazilian law?

Valores mobiliários include shares, debentures, crias de fundos and other instruments that confer rights to profits, governance or repayment. The definition covers instruments offered to the public and those traded on markets in Brazil.

How do I report suspected market manipulation in São Paulo?

Submit a formal complaint to CVM and, if appropriate, to the Ministério Público do Estado de São Paulo. Preserve records of trades, communications and dates to support investigations. Legal counsel can help draft the complaint and coordinate with regulators.

How long does a CVM investigation typically take in Brazil?

Investigation durations vary by complexity and caseload. Simple inquiries may conclude in months, while complex cases can extend longer. An attorney can help manage timelines and respond to regulator requests efficiently.

Do I need a lawyer to file a public offering in Brazil?

Yes, a lawyer with securities experience helps prepare the prospectus, coordinate with auditors, ensure compliance with CVM rules and minimize risk of invalid disclosures or delays.

What is the process for a São Paulo company to issue new shares?

The company must obtain board and shareholders approval, prepare a prospectus or disclosable document, and register the offering with CVM if it is a public offer. Legal counsel coordinates filings and due diligence with auditors.

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

A private placement targets a limited number of investors and may avoid full public disclosure if exempt conditions apply. A public offer requires comprehensive disclosure and CVM registration or prospectus requirements.

How much does it cost to hire a securities lawyer in São Paulo?

Costs vary by complexity and firm size. Typical engagements include hourly rates or fixed fees for specific tasks such as draftings, due diligence or negotiation support.

Can non residents invest in Brazilian securities through São Paulo brokers?

Non residents can invest in Brazilian securities via licensed brokers, subject to regulatory rules and tax considerations. Some investments may require registration or special documentation.

Should I read the prospectus carefully before investing?

Yes, the prospectus contains risks, disclosures and governance information essential to informed decision making. Ask your counsel to interpret any unclear items before committing capital.

Is a broker liable for misrepresentation in trades on B3?

Brokerage firms may bear responsibility for misrepresentations or errors, subject to regulatory penalties and civil liability. A securities attorney can help assess claims and remedies.

What steps should a small investor take after a rejected investment offer?

Review the reasons for rejection with your lawyer and consider alternatives, such as other issuers, different offer structures or private placements. Ensure compliance with any regulatory timelines for appeals or disclosures.

5. Additional Resources

The following official resources can help you understand and navigate valores mobiliários in São Paulo and Brazil:

• CVM - Comissão de Valores Mobiliários - Regulator of the Brazilian securities market, provides rules, guidance, notices and enforcement updates. https://www.cvm.gov.br
• Lei n° 6.385/1976 - Lei do Mercado de Valores Mobiliários, que criou a CVM e regula o mercado. Texto oficial
• Lei n° 6.404/1976 - Lei das Sociedades Anônimas, sobre governança e divulgação de emissores. Texto oficial

6. Next Steps

1. Define your objective and timeline for engaging in valores mobiliários activities in São Paulo. Clarify whether you plan to issue, invest or contest a dispute.
2. Gather documents relevant to your case or project, including company bylaws, prospectuses, trading statements and correspondence with brokers or regulators.
3. Consult a securities lawyer in São Paulo with experience in CVM rules, IPOs, private placements or broker disputes. Ask for references and a written engagement plan.
4. Request a preliminary assessment of regulatory exposure, compliance gaps and potential remedies or defenses. Obtain a written scope and estimated costs.
5. Prepare and review all disclosures and governance documents with your attorney before any filing or public offering submission.
6. Submit necessary registrations or filings with CVM and coordinate with auditors, bankers and brokers as needed. Keep a compliant timeline and docket of requests.
7. Implement ongoing compliance and monitor regulatory updates from CVM and plan for annual governance reviews in São Paulo. Update investors as required.