Regulatory Alerts2020-06-22
CVM Instruction No. 627 of June 22, 2020
The Brazilian Securities and Exchange Commission (CVM) issued Instruction No. 627 to establish a reduced scale for the minimum shareholding percentages required for shareholders to exercise specific rights under the Brazilian Corporations Law. This regulation lowers the thresholds from 5% to 1% based on the company's total share capital, facilitating minority shareholder access to legal and informational remedies. The instruction entered into force on July 1, 2020, and non-compliance is classified as a serious infraction.
SECURITIES AND EXCHANGE COMMISSION OF BRAZIL (CVM)
Sete de Setembro Street, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Cincinato Braga Street, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Corporate Financial Center Building, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil - Tel.: (61) 3327-2030/2031 www.cvm.gov.br
CVM INSTRUCTION NO. 627, OF JUNE 22, 2020
Establishes a scale reducing, based on share capital, the minimum percentages of share participation necessary for the exercise of the rights provided for in art. 105, in item "c" of the sole paragraph of art. 123, in § 1º of art. 157, in § 4º of art. 159, in § 6º of art. 163 and in item "a" of § 1º of art. 246, all of Law No. 6,404, of 1976.
THE PRESIDENT OF THE SECURITIES AND EXCHANGE COMMISSION OF BRAZIL – CVM makes public that the Collegiate Body, in a meeting held on June 5, 2020, having in view the provisions of arts. 8º, item I, and 22, § 1º, item VIII, of Law No. 6,385, of December 7, 1976, and art. 291, caput, of Law No. 6,404, of December 15, 1976, APPROVED the following Instruction:
Art. 1º This Instruction establishes a scale reducing, based on share capital, the minimum percentages of share participation necessary for:
I – full exhibition of the company's books provided for in art. 105 of Law No. 6,404, of December 15, 1976;
II – calling of a general meeting in the case provided for in item "c" of the sole paragraph of art. 123 of Law No. 6,404, of 1976;
III – request for information to an administrator provided for in § 1º of art. 157 of Law No. 6,404, of 1976;
IV – filing of the derivative action against administrators provided for in § 4º of art. 159 of Law No. 6,404, of 1976;
V – request for information to the fiscal council on matters within its competence, in the terms of § 6º of art. 163 of Law No. 6,404, of 1976; and
VI – filing of a liability action against the controlling company without the provision of security, in the terms of item "a" of § 1º of art. 246 of Law No. 6,404, of 1976.
Art. 2º The percentages provided for in art. 105, in item "c" of the sole paragraph of art. 123, in § 1º of art. 157, in § 4º of art. 159, in § 6º of art. 163 and in § 1º, item "a", of art. 246, all of Law No. 6,404, of 1976, are reduced based on the value of the share capital of the publicly held company, according to the table below:
| Share Capital Interval (R$1) | Minimum Percentage % |
|---|---|
| 0 to 100,000,000 | 5 |
| 100,000,001 to 1,000,000,000 | 4 |
| 1,000,000,001 to 5,000,000,000 | 3 |
| 5,000,000,001 to 10,000,000,000 | 2 |
| above 10,000,000,000 | 1 |
Art. 3º Non-compliance with the provisions of this Instruction constitutes a serious infraction, for the purposes of the provisions of § 3º of art. 11 of Law No. 6,385, of December 7, 1976.
Art. 4º This Instruction enters into force on July 1, 2020.
Signed original by MARCELO BARBOSA President