Publicado em 03/07/2020

CVM establishes a scale that reduces the minimum percentage of shareholding necessary to exercise minority rights

On June 22, 2020, Normative Instruction No. 627 (ICVM No. 627) was published by CVM, establishing a scale of reduction, in accordance with the capital stock, of the minimum shareholding percentage necessary to exercise certain rights of minority shareholders in publicly-held corporations.

Such reduction applies to the following rights, exhaustively: (a) full disclosure of the company’s books; (b) call for meetings in case of negligence by the management to do so; (c) request for information from the managers regarding the number of securities of the company, of its controlled companies or companies belonging to the same group, which have been acquired or sold in the previous year by such managers, call options contracted in the previous year, the benefits or advantages received or being receiving by the managers, among other information; (d) legal standing to propose liability claim against the management, if the shareholders’ meeting has decided not to proceed with such claim; (e) request for information from the fiscal council; and (f) legal standing to propose liability claim against the controlling shareholder without the provision of collateral.

According to this new rule, the percentages provided for in (i) article 105; (ii) item “c” of the sole paragraph of article 123; (iii) paragraph 1 of article 157; (iv) paragraph 4 of article 159; (v) in paragraph 6 of article 163; and (vi) in § 1, item “a” of article 246, all of Law No. 6,404/1976, are reduced according to the amount of the capital stock of the publicly-held company, as follows:

Range of the capital stock (BRL)

Minimum percentage (%)

0 to 100.000.000


100.000.001 to

4 to

3 to




ICVM No. 627 will come into force on July 1, 2020 and its non-compliance will be considered a severe infraction for the purposes of the legislation applicable to the securities market.