Download O novo mercado ea regulamentação

Second Latin American
Corporate Governance Roundtable
Ensuring Effective Enforcement
GILBERTO MIFANO
BOVESPA - SÃO PAULO STOCK EXCHANGE
BUENOS AIRES, MARCH 2001
Changes in the Brazilian
Environment
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At present, there is a project within the National
Congress to reform the Corporate Law, aimed at
adapting it to the changes that have occurred in the
capital markets in recent decades
The same project also seeks to strengthen the Brazilian
Securities and Exchange Commission - CVM, giving it
greater financial and functional independence
The Brazilian legal system does not have an
appropriate structure for settlement of conflicts
between shareholders and corporations, but recognizes
arbitration
BOVESPA as a self-regulatory
body
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BOVESPA - the São Paulo Stock Exchange - is a selfregulatory organization supervised by the Brazilian
Securities Commission
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Our self-regulatory powers basically reach the member
brokers and traders, and are very limited towards the
listed companies
BOVESPA’s monitoring of companies
on the traditional market
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Real-time surveillance of trading, observing the
behavior of prices and quantities
Monitoring of company information to the market:
analysis of information
monitoring of all press coverage
Request for explanations
Suspension of trading in extreme cases
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The Novo Mercado
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Section for the trading of companies committed to greater
transparency and better corporate governance practices
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Voluntary adhesion, via contract, to the Regulation
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Private solution
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Anticipates some of the desired regulatory changes
Novo Mercado
Listing Requirements - I
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Issue of voting shares only
Board of Directors: unified one year terms for all members
General Meetings: minimum 15 days notice
Tag Along: tender offer should be extended to all
shareholders within the conditions obtained by the
controlling shareholders
De-listing: mandatory tender offer at the economic value
Novo Mercado
Listing Requirements - II
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Annual balance sheet in US GAAP or IASC GAAP
Minimum free float of 25%
Disclosure:
acts and contracts between the company and related
parties
stock options programs
trades carried out by managers and controlling
shareholders with company’s shares and derivatives
any shareholders agreements
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Special Corporate Governance
Levels
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Level 1 - greater transparency
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Level 2 - greater transparency and better corporate
governance
Voluntary adhesion, via contract, to the Regulation
Directed to companies already listed at BOVESPA
Non voting shares are admitted
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Level 1
Requirements
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Additional disclosure requirements, as on the Novo
Mercado rules
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Minimum free float of 25%
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Calling of General Meetings with 15 days notice
Level 2
Requirements
Level 1 requirements plus:
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Board of Directors: unified one year terms for all members
Tag along: same conditions for holders of common shares
and 70% of the amount for preferred shares
Public offer to de-list at the economic value
Adhesion to the Market Arbitration Chamber
Concession of voting rights to holders of preferred shares
on specific matters
Balance sheet in US GAAP or IASC GAAP
Novo Mercado
Enforcement
BOVESPA enforces the listing requirements through a
contract:
Pecuniary fines
 Suspension of trading
De-listing
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The Market Arbitration Chamber
BOVESPA created the Market Arbitration Chamber, where
disputes between participating members must be settled:
Companies listed on the Novo Mercado
Company controlling shareholders
Company management and directors
Shareholders
BOVESPA
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Global Ranking 2000
Shareholders’ Rights
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USA
12 points
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Brasil - current situation
5 points
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Novo Mercado
15 points
Source: Merrill Lynch