BRAZIL Law and Practice Contributed by: Eduardo Castro, Pedro Nasi and Gabriel Libanori, Machado, Meyer, Sendacz e Opice
6.4 Listing Standards Equity Capital Markets Listing Standards In the Brazilian organised stock market (B3), securities can be listed in different segments: • Bovespa Mais;
nomic resources, such as the payment of interest or dividends. Financial instruments include public bonds, credit rights and other instruments issued by financial institutions that are not publicly offered. When instruments are publicly offered, they are clas - sified as securities for regulatory purposes. Securities are described in Article 2 of Law No 6,385/76 and can be largely defined, as in other jurisdictions, as assets negotiated in financial and capital markets that pass the Howey test. For the public issuance of securities, prior registra - tion of the issuance and of the issuer with the CVM is required. Investment in financial instruments does not require prior registration with the CVM, since they are issued by financial institutions that are already regu - lated by the BCB. 6.3 Impact of the Emergence of Cryptocurrency Exchanges Previously, virtual assets were not regulated per se, but their purchase and trade were regulated as: • securities, if they fit the concept of securities based on the Howey test; or • purchase of assets abroad, which required a for - eign exchange transaction. On 21 December 2022, Law No 14,478 was enact - ed to establish guidelines for the “provision of vir - tual asset services”, which would require the prior approval of an undefined regulatory authority. Decree No 11,563/2023 established that such authority would be the BCB (without prejudice to the CVM’s compe - tence over securities). In November 2025, the BCB issued key rules for the authorisation and operation of VASPs, including BCB Resolution No 520 of 10 November 2025 (on incor - poration, operation and virtual asset service provi - sion), which sets expectations around governance, operational capacity and controls appropriate to the services offered.
• Bovespa Mais Level 2; • New Market Level 2; and • New Market Level 1.
The segments are used to segregate issuers who must adhere to different corporate governance rules and disclosure of information requirements to issue securities to the public. Debt Capital Markets and Other Securities The criteria for listing other securities, such as deben - tures, is also governed by self-regulation, based on the Public Offering Code issued by ANBIMA. The requirements essentially concern the good-faith pro - The virtual assets traded by VASPs are selected by the VASPs themselves, based on clear, justified, transpar - ent and broadly published criteria. VASPs must have policies in place that guide their decisions to list, de- list and suspend the trading of virtual assets based on the decisions of technical committees put in place for this specific purpose. vision of truthful information to investors. Tokenised Products and Virtual Assets It should be noted that for virtual assets classified as securities (based on the Howey test applied by the CVM), the CVM’s guidelines must be followed, and prior approval must be obtained from the CVM for their issuance, public offering and trade. 6.5 Order Handling Rules Orders are handled by B3. The rules around order handling are established by B3 itself, and must be observed by all intermediaries of securities when they are placing the orders. There are additional rules established by the CVM concerning the minimum information that securities intermediaries must retain about the orders they place; however, the actual order handling rules are established by B3. The environment in which the orders are placed, overseen by B3, ena - bles interaction between offers placed by trading par -
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