New CVM Rules on Tender Offers

New Rules Reshape Brazil’s Tender Offer Landscape

The Brazilian Securities and Exchange Commission’s (CVM) modernization of rules governing tender offers (known as OPAs in Brazil) has ushered in a new regulatory framework for the capital markets. Companies, investors and advisors alike are now focused on the practical implications of the new regime for corporate strategies, M&A transactions and reorganizations that may result in the submission of tender offers.

Effective since October 2025, the new rules replaced the previous framework by establishing more objective criteria, streamlined procedures, and registration requirements proportionate to the complexity of the tender offer. The changes seek to improve regulatory efficiency and increase predictability in deals (including in the case of new structures) without compromising transparency and protections for minority shareholders. Supplementary CVM guidance and administrative interpretations – which historically played a central role in standardizing market practices – are now expressly provided for, bolstering legal certainty.

Among the key developments are updated thresholds for triggering mandatory tender offers upon increases in shareholding, shortened timelines, grounds for waiving valuation report requirements, and the ability to combine a control-acquisition tender offer with delisting. These adjustments contribute to a more competitive, secure market environment in line with the best international practices.

The new rules make tender offers more agile and strategically versatile. The ability to enter into prior agreements and combine tender offers enables previously unavailable deal structures and reduces risks. The changes also lower barriers for hostile takeover bids, reigniting debates about control dynamics and defensive mechanisms

Henrique Ferreira Antunes

Partner – Capital Markets

Waiving the valuation report makes delistings faster, less costly and maintains safeguards for minority shareholders. The updated thresholds for increases in shareholding provide objectivity and security for controlling shareholders and investors by establishing clearer free-float limits