CVM Resolution No. 133 of June 10, 2022

SECURITIES AND EXCHANGE COMMISSION OF BRAZIL
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CVM RESOLUTION NO. 133, OF JUNE 10, 2022

Regulates the activity of market makers for securities in organized markets and revokes CVM Instruction No. 384, of March 17, 2003.

THE PRESIDENT OF THE SECURITIES AND EXCHANGE COMMISSION OF BRAZIL - CVM makes public that the Board, in a meeting held on May 25, 2022, in view of the provisions of arts. 8, item I, and 18, item I, letter "f" of Law No. 6.385, of December 7, 1976, APPROVED the following Resolution:

CHAPTER I – SCOPE AND PURPOSE

Art. 1. This Resolution regulates the activity of market makers for securities in organized markets.

CHAPTER II – CONDITIONS FOR THE EXERCISE OF THE ACTIVITY

Art. 2. The activity of market maker must be carried out by legal entities registered by the administrators of organized markets for the purpose of carrying out operations aimed at fostering the liquidity of securities admitted to trading in markets administered by them.

Art. 3. The administrators of organized markets must develop and implement rules to regulate:
I – the operations aimed at market making for securities in their environments and systems; and II – the information that must be provided by participants authorized to operate in their organized markets in the exercise of the market maker activity.

Sole Paragraph. The rules referred to in the caput must provide, at a minimum, on:
I – the exercise of the market maker activity exclusively by the issuer or on a competitive basis; II – requirements and selection criteria for the exercise of the market maker activity; III – conduct rules applicable to the market maker, including with respect to limits for mandatory placement of buy or sell offers for securities, as well as criteria for order fulfillment; IV – the process of accreditation and voluntary de-accreditation of market makers and on the obligation to disclose, with a minimum advance notice of 30 (thirty) days, the de-accreditation of a market maker; V – disclosure of the securities for which market makers are accredited; VI – minimum clauses that must be included in the contract to be entered into between the market maker and the issuer or controlling shareholder, in the case of art. 6; and VII – sanctions applicable to the market maker in case of non-compliance with conduct rules, without prejudice to the penalties applicable by the CVM, in accordance with art. 11 of Law No. 6.385, of December 7, 1976.

Art. 4. The market maker cannot exercise its activity in a way to create, directly or indirectly, artificial conditions of demand, supply or price of securities, or to engage in unfair practices.

Art. 5. The administrator of the organized market must supervise the activities of the market maker.

CHAPTER III – CONTRACTING OF MARKET MAKER

Art. 6. The market maker can exercise its activity autonomously or be hired by the issuer of the securities in which it specializes, by controlling, controlled or affiliated companies of the issuer, or by any investor who is interested in forming a market for the securities of which it is the holder.

Sole Paragraph. The contract referred to in the caput may provide that the market maker must receive from the contracting party:
I – remuneration; or
II – resources or securities, under any title, being prohibited the use of treasury shares, including those held by companies affiliated with the issuer or its controlled companies.

Art. 7. At the time of hiring or dismissal of the market maker, the issuer or the controlling shareholder must inform the CVM and the administrator of the organized market:
I – name and qualification of the market maker; II – the issuer's objective in the operation; III – the duration of the contract; IV – the quantity of shares in circulation in the market, by type and class; V – indication of the existence of any agreement or contract between the market maker and the controller, when applicable, regulating the exercise of voting rights or the purchase and sale of securities issued by the company.

§ 1. In the case of hiring by another party other than the issuer or its controlling shareholder, it is up to the hired institution to provide the CVM and the administrator of the organized market with the information provided for in items I to V of the caput.

§ 2. The administrator of the organized market must disclose to the market the information referred to in items I to V of the caput, as soon as received.

Art. 8. The market maker cannot have access to material information not disclosed to the market, as well as information of the same nature relating to controlling, controlled and affiliated companies.

Sole Paragraph. It is prohibited for the market maker to act with securities in which it specializes, in the event of having access to material information before its disclosure to the market.

CHAPTER IV – REQUEST FOR PRIOR APPROVAL

Art. 9. The administrators of organized markets must submit the rules referred to in art. 3, as well as their subsequent amendments, to the prior approval of the CVM.

Art. 10. The request for prior approval must be sent to the Superintendence of Market and Intermediary Relations – SMI, accompanied:
I – by the description of the objective of the proposed decision or amendment; and II – if applicable, by the marked versions of the documents to be altered; and III – other documents considered necessary for the analysis of the request.

Art. 11. The request for prior approval must be considered automatically granted if it is not denied by the CVM within:
I – 60 (sixty) business days counted from the date of filing in matters submitted to deliberation by the Board in accordance with art. 13; or II – 40 (forty) business days counted from the date of filing, in other matters, whose approval will be deliberated by the SMI.

Sole Paragraph. In the calculation of the deadlines set forth in items I and II, the response period mentioned in § 1 of art. 12 will not be considered.

Art. 12. During the analysis of the request for prior approval, the SMI may formulate requirements only once, with the counting of the deadlines provided for in art. 11 suspended from the date of the request for additional documents and information.

§ 1. The administrator of the organized market has up to 20 (twenty) business days to comply with the requirements formulated by the SMI, extendable by an equal period.

§ 2. The counting of the deadlines indicated in art. 11 will resume from the date of compliance with the requirements formulated by the SMI.

Art. 13. It is up to the Board to deliberate on prior authorization in cases involving normative and statutory amendments, or corporate or administrative body decisions that:
I – alter the fundamental characteristics of the markets administered by the entity or that have the potential to affect the securities market in a relevant way; II – modify the activities performed by the administrator of the organized market or that significantly alter its internal organization and the attributes of its bodies; III – substantially modify the rules for admission of participants or securities, the obligations of issuers and the supervision and sanction activities of the administrator of the organized market; or IV – introduce modifications that, according to the risk assessment of the SMI, justify their submission to the Board for deliberation.

Art. 14. The provisions of art. 9 do not apply to amendments arising from determinations of other public bodies, regarding matters not covered by the legal competence of the CVM.

CHAPTER V – FINAL PROVISIONS

Art. 15. It is considered a serious offense, for the purpose of the provisions of § 3 of art. 11 of Law No. 6.385, of 1976, the violation of the norm contained in arts. 4, 5, 9 and 10 of this Resolution.

Art. 16. CVM Instruction No. 384, of March 17, 2003, is revoked.

Art. 17. This Resolution enters into force on July 1, 2022.

Signed electronically by
MARCELO BARBOSA
President