MINORITY SHAREHOLDERS’ RIGHTS – CVM
Published in the Official Gazette of the Federal Executive on June 22, 2020, CVM Normative Ruling No. 627 (“ICVM 627/20”) reduced the minimum percentage of shareholders’ participation on publicly-held companies’ capital stock for the exercise of certain shareholders’ rights.
As provided for in ICVM 627/20, minority shareholders that hold or represent the new minimum percentages related to the capital stock of the publicly-held company may exercise the following rights: a) requesting the exhibition of the company’s books; b) convening a general meeting if the management of the company fails to timely comply with such request; c) requesting information from an administrator related to his legal duty to inform; d) filing of an action against the company’s management; e) requesting information from the fiscal council on matters within its competence; and f) filing a liability action against the controlling company without the provision of collateral.
For the exercise of the minority rights listed above, ICVM 627/20 establishes the minimum percentage of participation in the capital stock in relation to the investee company’s capital stock:
| Capital Stock Range (R$) | Minimum Percentage (%) |
| 0 to 100,000,000 | 5 |
| 100,000,001 to 1,000,000,000 | 4 |
| 1,000,000,001 to 5,000,000,000 | 3 |
| 5,000,000,001 to 10,000,000,000 | 2 |
| higher than 10,000,000,000 | 1 |
Lastly, the ICVM 627/20 shall enter into force on July 1st, 2020.
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Jarbas Velloso Marcel Kim Dib