Our lawyer Luiz Pompeu published an article on the Capital Aberto portal proposing adjustments to the Brazilian Securities and Exchange Commission’s (CVM) illustrative list of material facts.
The Brazilian Corporations Law requires publicly traded companies to disclose any material facts that may influence investors’ decisions.
However, this assessment can be complex. For this reason, since 1984, the CVM has provided an illustrative list of potentially material facts.
Although the list facilitates the identification of this information, it also imposes on the Investor Relations Officer (DRI) the burden of justifying the decision not to disclose, or to disclose in a different manner, events provided for therein, in addition to generating fear of liability and inducing the disclosure as a material fact of any event contained in the list.
The CVM is currently analyzing contributions on the subject (in Public Consultation SDM No. 01/2025), including possible adjustments to the list.
For Luiz, the ideal solution would be to create an illustrative list of objectively (rather than potentially) material facts, which could provide greater legal certainty for the IR Director’s actions and reduce the risks of liability.