In late 2024, the Brazilian Securities and Exchange Commission (CVM) issued Resolution No. 215, set to take effect on 1 July 2025. The new rule updates the regulatory framework for Public Tender Offers (OPAs), balancing market needs with investor protection while simplifying the overall process.
A Public Tender Offer allows investors or companies to acquire shares in a publicly listed company. The offer may target all or part of the outstanding shares and can be made voluntarily or as a legal requirement. In most cases, the offered price exceeds market value to incentivize shareholders to sell.
In Brazil, two main types of mandatory tender offers exist: the Tender Offer for Acquisition of Control and the Tender Offer for Delisting. For control acquisitions, Brazil’s Corporations Law requires that whenever control of a listed company is sold, directly or indirectly, the new controlling shareholder must make a public offer to acquire minority shareholders’ shares. The offer price must be at least 80% of the amount paid for the controlling block.
The Tender Offer for Delisting applies when a publicly held company plans to go private. In this case, the controlling shareholder—or the company that controls it, directly or indirectly—must make a public offer to acquire all outstanding shares at a fair price before delisting from the stock exchange.
Under the now-revoked Resolution No. 85, only the controlling shareholder could initiate the delisting of a listed company through a Tender Offer for Delisting. As a result, any interested party first had to acquire control by completing a Tender Offer for Acquisition of Control.
Resolution No. 215 now allows a delisting to be initiated by a party other than the controlling shareholder, provided the transaction is executed through a unified tender offer covering both control acquisition and delisting. This change increases flexibility and efficiency, enabling a single public offer to achieve both control acquisition and conversion to a privately held company.
This resolution marks a significant step toward modernizing the regulation of Public Tender Offers in Brazil. It promotes greater operational efficiency without compromising investor protection. The possibility of combining Tender Offers for Acquisition of Control and for Delisting removes regulatory hurdles that previously complicated going-private transactions.
Glossary
Brazilian Securities and Exchange Commission (CVM): The regulatory agency responsible for overseeing Brazil’s securities and capital markets, similar to the U.S. Securities and Exchange Commission (SEC).
Resolution No. 215: Regulation issued by the CVM in 2024, updating the rules for Public Tender Offers (OPAs) in Brazil, effective from 1 July 2025.
Brazil’s Corporations Law: The primary legislation governing corporate matters in Brazil, including shareholder rights and corporate governance.
General Tax Coordination Office (Cosit): The division within the Brazilian Federal Revenue Service responsible for issuing formal tax rulings and interpretations.
Tax Directive: A formal regulation issued by the Brazilian Federal Revenue Service to interpret and implement tax laws.
Tax Infraction Notice: An official document issued by the Brazilian tax authorities to notify taxpayers of violations, triggering tax assessments, fines, and interest.
