11/07/2025
The Brazilian Securities and Exchange Commission (CVM) has extended until December 19, 2025 the deadline for submitting contributions to the public consultation proposing amendments to CVM Resolution No. 77, which governs the trading of treasury shares by listed companies. This initiative, part of the CVM 2025 Regulatory Agenda, aims to modernize the rules on share buybacks and the maintenance of treasury shares, enhancing transparency, protecting market liquidity, and mitigating potential distortions arising from corporate transactions involving a company’s own shares.
The draft under discussion introduces several relevant changes. The first is the increase of the ceiling for treasury shares from 10 % to 12 % of each class or type of shares, coupled with a requirement that, following buybacks, at least 15 % of the total shares of each class or type remain outstanding in the market. This threshold seeks to prevent excessive concentration of shares in the company’s hands and to ensure adequate market liquidity. The proposal also refines the definition of “outstanding shares,” excluding from the calculation those held by the issuer itself, its subsidiaries, or related parties, and updates the definition of “related parties” to align with other CVM regulations.
The draft further establishes detailed operational requirements for buybacks carried out in organized markets. Among the key points are: the purchase price may not exceed the last transaction price made without the company’s intervention; the daily trading volume is limited to the lower of 25 % of the average daily trading volume of the previous 20 sessions or 0.5 % of the shares outstanding; purchases are prohibited during opening auctions but allowed during closing auctions under specific conditions; companies must operate through only one intermediary per trading session; same-day buy-and-sell transactions involving treasury shares are banned; and a minimum 15-session interval must elapse before reselling recently repurchased shares on the market. Issuers must also keep detailed records of all transactions and disclose updated information on their buyback programs, reinforcing market integrity and investor confidence.
In addition, the proposal recognizes alternative methods for acquiring shares, including public tender offers, provided that such transactions comply with predefined limits and disclosure requirements. The CVM’s intent is to offer companies greater flexibility in managing their capital structure while preserving safeguards that ensure market fairness and transparency.
These changes stem from technical studies conducted by the CVM regarding the behavior and impact of share buybacks in the Brazilian market. The aim is to reconcile the legitimate use of buybacks as a capital-management tool with the need to maintain adequate market liquidity and equitable treatment of investors. The review also aligns the Brazilian framework with international best practices, strengthening convergence with global governance standards.
For listed companies, the proposed amendments will require tighter internal controls and more robust governance over buyback programs, including the revision of treasury policies, enhancement of reporting procedures, and stronger coordination between finance, compliance, and investor-relations functions. For the market as a whole, the expectation is a more predictable and transparent environment, where share repurchases have less potential to disrupt price formation or liquidity.
Contributions to the consultation may be submitted to the CVM until December 19, 2025, via the email address indicated in the official notice available on the regulator’s website. Once the consultation period closes, the CVM will review the feedback and may incorporate the approved changes into the final version of Resolution 77.
The revision of Resolution 77 reinforces the CVM’s commitment to building a stronger, more transparent, and more balanced capital market in Brazil. While it increases compliance obligations for issuers, it also represents a significant step toward modernizing the national regulatory framework and aligning it with international standards of integrity and efficiency in share buyback practices.
