Lei das Sociedades por Ações (Lei 6,385/1976) e Lei do Mercado de Valores
Law No. 6,385 of 1976 established the Comissão de Valores Mobiliários (CVM), Brazil’s securities regulator, and set the foundational framework for the regulation of securities markets in Brazil. The law governs the registration and supervision of public offerings of securities, the disclosure requirements for publicly held companies, the regulation of securities exchanges, and the enforcement of securities laws. It has been amended numerous times to address modern financial instruments and market practices.
Legal area: Securities law regulates the issuance, trading, and disclosure requirements of financial instruments and capital markets.
Year enacted: 1976
Full text: https://www.planalto.gov.br/ccivil_03/leis/Lei/L6385.htm
Key Provisions
- Art. 2-3: CVM establishment and regulatory powers
- Art. 4: Securities definition and scope (títulos mobiliários)
- Art. 5-13: Public offerings (oferta pública de valores mobiliários)
- Art. 26-27: Disclosure requirements for publicly held companies
- Art. 29-32: Corporate governance requirements for listed companies
- Art. 35-36: Prohibition on insider trading (infração de uso de informação privilegiada)
- Art. 39-40: Administrative sanctions and enforcement
Significance
The Securities Law and CVM are central to Brazil’s capital markets regulation. The CVM has developed a sophisticated regulatory framework that aligns with international standards including IOSCO principles. Brazil’s securities market has grown significantly under this regulatory framework, with B3 (Brazilian stock exchange) becoming one of the largest exchanges in the world. The law’s insider trading provisions have been used in high-profile enforcement actions.