On August 21, 2023, the Brazilian Securities Commission (CVM) disclosed Guiding Opinion No. 41/2023, the purpose of which is to provide general guidelines on Football Corporations (SAF) and the Securities Market.
Law 14.193 of August 6, 2021, also known as “SAF Law,” introduced the SAF in the Brazilian legal scenario, allowing the incorporation of joint-stock companies mainly focused on professional football.
The main purpose of the SAF Law was to enable financing and debt restructuring to Brazilian football clubs that were facing economic and financial difficulties. To attain this objective, the SAF Law introduced an innovative corporate approach in the context of professional football.
In response to this new reality, the CVM issued Guiding Opinion No. 41 to guide investors and market participants on how could the SAF access the stock market, anticipating the actions of Brazilian clubs.
The document addresses various critical issues, including:

1. Harmonizing the rules of the SAF Law with those of the Corporation Law and of the CVM regulation to eliminate ambiguities and allow a legal interaction among these texts.
2. The guidance on adoption of the accounting rules applicable to the securities market since creation of the SAF, the retainment of auditors registered with the CVM for the appraisal of assets and liabilities transferred to the SAF as capital contribution, and the presence of independent auditors in the review of financial statements.
3. The capital structure of the SAF, which shall consider the mandatory issue of a special class of common shares named “Class A,” with specific rights and prerogatives.
4. The possibility of adopting the plural vote and the issue of preferred shares, subject to the provisions of the Corporation Law.
5. Rules relating to governance of the SAF, including restrictions to the equity interest and to the nomination of members for management bodies.
6. Application of the rules of CVM Resolution No. 160 of July 13, 2022, which provides on the new regulatory framework of the public offerings of securities to publicly-held corporations in Brazil, which, among other innovations, rendered the offerings more dynamic and faster, encouraging the development of the Brazilian stock market.
7. When publicly offered, SAFs shall also observe CVM Resolutions No. 77 and 81, both of March 29, 2022. SAFs may also issue other securities that may be issued by joint-stock companies, including traditional debentures, provided that they comply with the applicable statutory and normative requirements, especially CVM Resolutions No. 77 and 81, both of March 29, 2022. If SAFs promote the issuance of debentures exclusively governed by the Corporation Law, the content of the debenture-fut provided in the SAF Law shall consequently not apply to that issue.
8. The possibility of using crowdfunding to raise funds in the stock market is a less burdensome option from the regulatory perspective, as, for example, no prior registration of the offering with the autonomous government agency is necessary, and therefore the registration requirement is limited to the electronic platform of participative investment, which shall be previously authorized by the CVM.
9. Investments by Equity Funds in the SAFs, provided compliance with the regulatory requirements.
10.  The focus on the disclosure of information during public offerings, considering the unique capacity of the SAFs to attract both investors and supporters, noting the importance of a clear and balanced presentation of positive and negative information.
11.  The specific approach in relation to Statements of Material Fact and Notices to the Market, considering the peculiar nature of the activities of the SAFs and their consequences in the media.

In general, CVM Guiding Opinion No. 41 represents an effort by the CVM to create a safer and more reliable regulatory environment for market participants, at the same time it offers to the SAFs new opportunities to raise funds in the development of the football industry in Brazil.
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For more information on the above or other matters, please contact Maristela SA Rossetti (mar@rraa.com.br) or Gilberto Rossetti (gmr@rraa.com.br).
This article is based on publicly available information and given for informational purposes only. It is not intended as legal advice foreign subsidiary as a comprehensive analysis of the matters referred to herein.