Capital Markets

Raising funds in the capital markets is no longer the preserve of listed companies. Debentures, commercial notes, receivables certificates and receivables investment funds have become accessible instruments for mid-sized companies — and, in agribusiness, the CRA structure now competes directly with traditional bank credit.

What changed alongside was the regulatory burden. CVM Resolution 160/2022 reorganized the public offering regime, CVM Resolution 175/2022 rewrote the rules for investment funds, and Law No. 14,430/2022 consolidated the legal framework for securitization. Structuring an issuance today means coordinating documentation, security and continuing disclosure obligations — and it is in the continuing obligations, not the issuance itself, that most problems surface.

Who we act for

• Issuers raising debt in the capital markets
• Securitization companies, trustees (agentes fiduciários) and fund administrators, in structuring and documenting transactions
• Investors, in the legal risk analysis of structures and security packages
• Companies and their officers, in disclosure obligations and the governance of material information
• Individuals and entities under investigation or charged in CVM administrative enforcement proceedings

How we work

We approach structuring from the security package, not the instrument. The robustness of a CRA or debenture issuance depends on what actually underpins payment — fiduciary assignment of receivables, fiduciary transfer of real estate, agricultural pledges, personal guarantees — and on how that security behaves in a default scenario or in the debtor’s judicial reorganization (recuperação judicial). That analysis comes first, because it determines the cost of the funding.

On the regulatory side, we act in both structuring and defence. In enforcement matters, we engage from the administrative inquiry stage, when it is still possible to narrow the scope of the investigation and assess the convenience of a settlement agreement (termo de compromisso).

In transactions requiring coordination with arrangers, trustees and financial advisers, the project team is assembled together with partner professionals in the markets where the transaction is registered and distributed.

Scope of work

• Structuring and documentation of debenture and commercial note issuances
• Structuring of securitization transactions: CRA, CRI and receivables certificates generally (Law No. 14,430/2022)
• Formation and documentation of receivables investment funds (CVM Resolution 175/2022)
• Public offerings under CVM Resolution 160/2022
• Analysis, creation and perfection of security interests, real and fiduciary
• Drafting of indentures, securitization instruments and ancillary agreements
• Obligations of registered issuers and disclosure duties (CVM Resolutions 80/2022 and 44/2021)
• Advice to trustees and noteholders’ meetings in default events
• Defence in CVM inquiries and administrative enforcement proceedings
• Negotiation of settlement agreements (termo de compromisso) before the CVM
• Recovery of securitized credits in the debtor’s insolvency proceedings

Related practice areas

Agricultural Law · Corporate Law and Commercial Contracts · Judicial Reorganization and Bankruptcy · Tax Law

To discuss a specific matter, please get in touch and schedule a consultation.