Regulatory Alerts2014-10-25
CVM Instruction No. 343 of August 11, 2000
The Brazilian Securities and Exchange Commission (CVM) issued Instruction No. 343 to amend Article 16 of CVM Instruction No. 243/1996, establishing new regulatory requirements for the transfer of publicly held companies between organized and unorganized over-the-counter markets and stock exchanges. The regulation mandates specific approval processes, including board resolutions or extraordinary general assemblies, and requires the publication of relevant event notices to allow minority shareholders a 45-day window to express dissent. These changes ensure that market transitions are contingent upon the non-opposition of minority shareholders holding significant stakes in the circulating shares.
CVM INSTRUCTION NO. 343, OF AUGUST 11, 2000.
Amends CVM Instruction No. 243, of March 1, 1996, which regulates the organized over-the-counter market.
THE PRESIDENT OF THE SECURITIES AND EXCHANGE COMMISSION – CVM makes public that the Collegiate Board, in a meeting held on this date, and in accordance with the provisions of item II of Art. 1, items I and II of Art. 8, and items “a” and “c” of item II of Art. 18 of Law No. 6,385, of December 7, 1976,
HAS DECIDED to issue the following Instruction:
Art. 1 The provisions of CVM Instruction No. 243, of March 1, 1996, listed below, shall henceforth be in force with the following wording:
“Art. 16. The change of registration of a publicly held company from the organized over-the-counter market to trading on a stock exchange is only permitted if: I - previously approved by its Board of Directors in a meeting specifically convened for this purpose; II - immediately after the Board of Directors’ resolution, the company publishes a Notice of Act or Relevant Event, informing its proposal and granting a period of up to forty-five days, counted from the publication of the Notice, for minority shareholders, registered in the shareholders’ book as of the date of the resolution, to express their disagreement with the change in the trading market of the company’s shares; and III - there is no disagreement from minority shareholders, holding at least fifty-one percent of the shares in circulation in the market. Sole Paragraph. The disagreement of minority shareholders must be documented in a document executed in three copies, containing full identification, the number, and the type of shares owned by them.” (NR)
“Art. 16-A. The change of registration of a publicly held company to trading on a stock exchange, or from the organized over-the-counter market to the unorganized over-the-counter market, is only permitted if: I - previously approved by a resolution to that effect by shareholders representing at least fifty-one percent of the company’s capital, with or without voting rights, assembled in an Extraordinary General Meeting specifically convened for this purpose; and II - minority shareholders not affiliated with a group of interest, as of the date of the General Meeting, holding more than ten percent of the shares in circulation in the market on that same date, do not expressly oppose the change of registration.” (NR)
CVM INSTRUCTION NO. 343, OF AUGUST 11, 2000. 2
“Art. 16-B. The change of registration of a publicly held company from the organized over-the-counter market to a stock exchange is only permitted if: I - previously approved by its Board of Directors in a meeting specifically convened for this purpose; and II - immediately after the Board of Directors’ resolution, the company publishes a Notice in accordance with CVM Instruction No. 31, of February 8, 1984, informing that the change will take place forty-five days after the date of publication.” (NR)
Art. 2 This Instruction enters into force on the date of its publication in the Official Gazette of the Union.
Signed original by JOSÉ LUIZ OSORIO DE ALMEIDA FILHO President