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 organized markets.

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 equity offerings, 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 interactions between issuers, the CVM and B3 to facilitate meeting the oversight-related requests and requirements of legal and self-regulatory authorities.

We advise publicly traded companies on creating and reviewing policies, manuals, and internal regulations; amending articles of incorporation; approving private capital increases; and implementing share repurchase plans. We also work with the executive board and the board of directors to facilitate meetings, draft and review meeting minutes, and prepare material facts and market announcements.

In collaboration with the firm’s Corporate/M&A practice, we advise publicly-held companies on a wide range of transactions involving reorganizations, mergers, or acquisitions (including mandatory or voluntary public tender offers for securities and block trades) on structuring and fulfilling their obligations as registered issuers, as well as on listing their securities on an the stock exchange or over-the-counter markets.

We advise companies, investors and intermediary financial institutions on exiting capital markets, canceling issuer registrations and delisting securities, through tender offers (OPAs) or corporate reorganizations involving private and publicly-held companies.

We advise foreign issuers on accessing Brazil’s capital markets via Brazilian Depositary Receipt (BDR) programs, their listing on the stock exchange and trading in the secondary market or public distribution. We also advise on SPAC transactions and business combinations (De-SPACs).

Working 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 Brazilian Securities and Exchange Commission (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.