On August 5, the Federal Government issued Provisional Measure No. 892/2019 (MP 892), exempting Brazilian publicly-held and privately held companies from publishing their legal documents, as set forth in the Brazilian Corporate Law (Law No. 6,404/1976 - LSA), in widely circulated newspapers. Subsequently, the Brazilian Securities and Exchange Commission (CVM), the Ministry of Economy and the National Department of Corporate Registration and Integration (DREI), taking into account the new publication rules of MP 892, respectively issued Resolution CVM 829, Ordinance No. 529 and Normative Instruction No. 67 in order to regulate how publicly-held and privately held companies should make their publications.
In consequence, there were several questions about what would be the best course of action to be taken, with different understandings, since a portion of the Brazilian publicly-held and privately held companies were already considering and even performing their publications solely on their websites, while the publicly-held ones were also publishing on the websites of CVM and of the Brazilian stock exchange, B3.
However, as advised to our clients, MP 892 was provisionally valid and was pending review and approval by the Brazilian Congress within 120 days, which did not happen. Thus, the non-conversion of MP 892 into Law renders such CVM and Ministry of Economy regulations ineffective, and the previous LSA rules are in force: publicly-held and privately held companies continue to have the legal obligation to make their publications in widely circulated newspapers.
Moreover, it is important to highlight that MP 892 has no relation to MP 896, which exempts the Public Administration from publishing notices in widely circulated newspapers. MP 896 is currently suspended, by preliminary decision of the Federal Supreme Court Minister, Gilmar Mendes, in a direct unconstitutionality action.
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