Melhores Advogados de Valores mobiliários em São Paulo

1. About Valores mobiliários Law in São Paulo, Brasil

Valores mobiliários, or securities, comprise financial instruments such as shares, debentures, and exportable investment products traded on the Brazilian market. In São Paulo, these markets are governed by federal rules that regulate disclosure, offerings, and market conduct. The main regulator is the Comissão de Valores Mobiliários (CVM), which oversees the integrity and transparency of the market nationwide.

Public offerings and corporate governance for listed companies fall under two foundational statutes: Lei nº 6.385/1976 and Lei nº 6.404/1976. These laws establish the framework for market regulation, securities issuance, and corporate behavior in listed firms. São Paulo-based issuers and investors must comply with these provisions regardless of where they reside physically in Brazil.

B3, the Brazil Stock Exchange and Over-the-Counter Market, operates from São Paulo and serves as the central venue for trading securities. While CVM sets the rules, B3 provides market infrastructure, clearing, settlement, and post-trade services. This ecosystem directly affects residents of São Paulo who participate in public offerings or private placements.

“The CVM regulates, supervises, and enforces the Brazilian market for securities, ensuring disclosure and investor protection.”

CVM official site

Key takeaway: In São Paulo, securities law is federal, but the city hosts the primary market infrastructure and many enforcement actions originate with CVM and the Court system in São Paulo.

2. Why You May Need a Lawyer

• Undertaking a public offering in São Paulo requires meticulous review of the prospectus, disclosure obligations, and regulatory approvals. A lawyer helps ensure accuracy and negotiates terms with underwriters and the CVM.
• Facing insider trading or market abuse allegations can trigger CVM investigations and potential penalties. A securities attorney guides you through investigations, defenses, and disclosure requirements.
• Engaging in private placements or recourse for non-public offerings demands compliance with CVM rules governing offers to qualified investors and disclosure thresholds. An attorney ensures proper documentation and exemptions are followed.
• Disputes with brokers, asset managers, or fiduciaries involving mis-selling or fees require strategic negotiation or litigation/arbitration. A lawyer coordinates with regulators and courts to protect your interests.
• Corporate actions in São Paulo listed companies such as tender offers or control changes require specialized review of OPA and related disclosure obligations. Legal counsel helps manage timing, communications, and compliance.
• Regulatory investigations or sanctions involving Brazilian issuers demand prompt legal representation to respond to CVM inquiries and coordinate with authorities. A securities attorney can prepare responses and remedial plans.

3. Local Laws Overview

Lei nº 6.385/1976 - This law creates the framework for market regulation and the CVM's authority to supervise and discipline the market. It underpins how securities are issued, traded, and regulated in Brazil, with applicability to São Paulo markets as the country’s primary trading hub. The statute has been amended over time to adapt to new instruments and market practices. Planalto official law text

“Lei 6.385/1976 establishes the regime for the securities market and the CVM's regulatory powers.”

Planato official page

Lei nº 6.404/1976 - Known as the Lei das S/A, it governs corporations with publicly traded shares, including disclosure duties, governance standards, and the framework for public offerings. This law sets the baseline for corporate behavior in listed companies in São Paulo. Planalto official law text

“Lei das S/A regulates public companies and their mandatory disclosures in Brazil.”

Planato official page

Instrução CVM 480/2009 - This instruction governs public offerings with a simplified prospectus for certain transactions, providing a lighter disclosure path while maintaining investor protections. It is frequently referenced in São Paulo when evaluating small to mid-size offerings. CVM portal

In addition to these, Instrução CVM 400/2003 and related CVM rules guide standard public offerings, registration processes, and disclosure requirements across the market. These instruments shape how issuers report information to investors in São Paulo and nationwide. CVM portal

4. Frequently Asked Questions

What is a security and who regulates it in Brazil?

A security is a financial instrument representing ownership or debt. The CVM regulates Brazilian securities markets, including offerings, disclosures, and trading practices.

How do I file a public offering with CVM in São Paulo?

You prepare a registration package with disclosures, financial statements, and legal opinions, then submit it to CVM for review. The process involves underwriters and may require public disclosure procedures.

When does a private placement require CVM registration?

Private placements may be exempt from full registration if they meet investor qualification criteria. Nonetheless, CVM oversight ensures compliance with disclosure and exemption rules for private investors.

Where can I view official prospectos for São Paulo issuers?

Prospectos and other binding documents are published on the CVM and issuer portals. Investors should rely on official CVM disclosures for accuracy.

Why should I hire a securities lawyer for an IPO in São Paulo?

A lawyer helps ensure compliance with Brazilian securities laws, coordinates with underwriters, and mitigates regulatory risk during the IPO process.

Can non-residents invest in Brazilian securities and offer documents?

Non-residents can invest in many Brazilian securities, subject to registration and regulatory requirements. Local counsel assists with cross-border compliance and tax considerations.

Do I need a São Paulo-based lawyer to handle listings?

While not mandatory, a local attorney is advantageous for interacting with São Paulo-based brokers, exchanges, and regulators, and for navigating state-specific market practices.

How long does a CVM review typically take for a public offer?

Review times vary by complexity, but many offerings take several weeks to months. A seasoned securities attorney can help manage timelines and expectations.

Is there a difference between ações and other valores mobiliários?

Sim, ações are shares, while other securities may include debentures, quotas, or derivatives. Each category has distinct regulatory and disclosure requirements.

What is an OPA and when is it triggered in Brazil?

OPA stands for Oferta Pública de Aquisição, a public bid to acquire a controlling stake. Rules require disclosure, pricing and timelines that are closely regulated by CVM.

How much can a securities lawyer cost for a typical São Paulo matter?

Costs vary with complexity, timeline, and attorney experience. It is advisable to request a written engagement letter outlining scope and fees.

5. Additional Resources

• CVM - Comissão de Valores Mobiliários - Federal regulator responsible for supervising and regulating the securities market in Brazil. CVM official website
• B3 - Brasil Bolsa Balcão - The main stock exchange operator, providing listing, clearing, and market data services. B3 official website
• Lei 6.385/1976 and Lei 6.404/1976 - Foundational laws for market regulation and publicly held companies. Planato official pages

6. Next Steps

1. Define your objective and determine whether you need a securities lawyer who specializes in São Paulo markets and CVM regulation. This helps set expectations early.
2. Gather all relevant documents such as issuer filings, prospectuses, or private placement term sheets. Organize corporate documents and investor communications.
3. Identify 2-3 São Paulo based securities lawyers with CVM experience and request written proposals. Prefer firms with explicit disclosure and regulatory track records.
4. Schedule initial consultations to discuss scope, timelines, and estimated costs. Ask for a fixed-fee proposal for specific tasks when possible.
5. Engage a law firm with a clear engagement letter outlining scope, deliverables, fees, and timelines. Ensure the letter includes regulatory liaison expectations with CVM and B3.
6. Provide all requested information promptly to avoid delays in regulatory review. Create a project calendar with milestones aligned to CVM timelines.
7. Begin the engagement and maintain ongoing updates with your counsel about changes in rules, market conditions, and any new disclosures required.