Capital Markets

We advise companies seeking to access capital markets, reviewing their corporate governance and whether they meet the legal, regulatory and self-regulatory requirements for initial issuer registration with the Brazilian Securities and Exchange Commission (CVM), as well as the requirements for trading securities on Brazil’s B3 stock exchange.

We advise domestic and foreign companies, investors and intermediary financial institutions in relation to a wide range of fundraising transactions involving the issuance and public distribution of securities, including initial public offerings (IPOs) and follow-on offerings of securities representing equity and debt, including those subject to prior registration with the CVM.

We assist companies and investors in fulfilling securities issuers’ obligations, including reference forms, corporate governance reports and other events provided for in the issuers’ corporate events calendar. We also assist with interaction between issuers, the CVM and B3 to facilitate meeting the inspection-related requirements and requests of legal and self-regulatory authorities.

In collaboration with the firm’s Corporate/M&A practice, we advise publicly-held companies in a wide range of transactions involving reorganizations, mergers or acquisitions on fulfilling their obligations as registered issuers, as well as on listing their securities on the stock exchange or over-the-counter markets.

We advise companies, investors and intermediary financial institutions on exiting capital markets, canceling issuer registrations and securities listings via takeover bids (OPAs) or corporate reorganizations involving private and publicly-held companies.

We advise foreign issuers on accessing Brazil’s capital markets via Brazilian Depositary Receipts (BDRs) programs, their listing on the stock exchange and trading in the secondary market or public distribution. We also advise Brazilian companies on Brazilian legal requirements for accessing international markets – whether via American Depositary Receipts (ADRs) or Global Depositary Receipts (GDRs) programs – in global public offerings or in reorganizations aimed at delisting in Brazil and listing in foreign jurisdictions. Moreover, we assist foreign-listed special purpose acquisition companies (SPACs), their sponsors or Brazilian companies in transactions involving business combinations (De-SPACs).

Together with the firm’s Litigation practice, we defend the interests of capital market participants – especially publicly-held companies, their managers and members of the securities distribution system – in investigations, inquiries and administrative disciplinary proceedings initiated by the CVM.

We also collaborate with the Litigation practice to defend the interests of market participants in legal disputes or arbitration proceedings involving the rights and obligations of publicly-held companies, as well as issuers and investors in the capital markets.