Recently, the Brazilian Securities and Exchange Commission (“CVM” or “Autarquia”) issued Guidance Opinion n. 41/2023 (“Opinion”), highlighting relevant aspects regarding the understanding and stance of the Autarchy concerning the issuance of securities by Football Corporations in Brazil (“SAF”).
The Opinion emphasized the complementarity between the SAF Law and the Brazilian Corporations Law, with the latter being applied subsidiarily. Regarding SAFs intending to operate as publicly traded companies, the Opinion emphasized the requirement that they contain a specific class of ordinary shares, exclusively for the club or original legal entity that established the SAF, referred to as Class A by the SAF Law, and, depending on the SAF’s intention, other ordinary share classes without plural voting rights.
Furthermore, the Opinion asserted CVM’s authority to review the SAF’s Bylaws and request adjustments to enable the SAF to conduct a public offering or become a registered issuer of securities. Another relevant aspect of the Opinion is the Autarchy’s position that Class A shares cannot be traded on the stock exchange or over-the-counter market, as they are not transferable to third parties, except if previously converted into common or preferred ordinary shares.
The Opinion also addressed the possibilities of various types of investment funds participating in SAFs, as well as mechanisms for raising funds through investment crowdfunding and securitization.
Finally, the Opinion emphasized the need for corporate governance, transparency, and information disclosure by publicly traded SAFs, with the same obligations as other companies listed on stock exchanges or over-the-counter markets.
To access the CVM Opinion, click here.
Our team is available for further clarifications, as well as to provide assistance with the compliance with CVM’s regulation.
Gustavo Flausino Coelho – gustavo@bastilhocoelho.com.br
Fernando Naegele – fernando@bastilhocoelho.com.br