Bill 2,925/2023 proposes changes in the SA law

presented in June this year and having major media repercussions involving disputes between shareholders, executives and administrators, as The "American Case", Bill 2,925/2023 proposes amendments to the corporate law and in the securities market law, seeking (i) to give greater transparency in arbitral proceedings; (ii) expand the hypotheses of inspection by the Securities Commission; and (iii) establish mechanisms for greater protection for minority investors against damage caused by acts of administrators and/or controlling shareholders.

Regarding the expansion of the CVM's supervisory power, the PL proposes new attributions to the municipality, such as the execution of inspections in the companies; Participation as amicus curiae in arbitral processes; and the possibility of requesting search and seizure warrants in inquiries and administrative proceedings.

Regarding the possibility of civil liability of administrators and controllers, the project aims to establish that minority shareholders are legitimized to propose collective civil action of responsibility for damages resulting from infractions to legislation and regulations of the markets market furniture.

Finally, the PL proposes that collective civil actions of responsibility, as mentioned above, are resolved by arbitration, and arbitral procedures involving open companies should be public. In spite of the project text is still recent and lacks in -depth discussions in the legislative scope to pass, it is important to reflect that the confidentiality given to arbitral procedures is one of the main reasons why most business disputes are currently adopting this path out of the common forum.

The CVM, for some time, has been trying to make confidentiality not to be imposed on all arbitral procedures - such as cases in which certain acts or facts are necessary by force. Specific regulation, as provided for in CVM Resolution 80/2022, which establishes the obligation of companies in the category “A” (broadcasters authorized to negotiate any securities in regulated markets) communicate the corporate demands in which they are involved, which includes processes, which includes processes confidential arbitrary.

However, although PL 2,925/2023 is limited to advertising in corporate arbitration, it is certain that open companies can undergo procedures involving the most diverse issues, so that advertising may not be beneficial to companies as proposed by the project.