BMA Review #84: The CVM’s decision on D¥N tokens, new rules on forum selection, and more
Cryptoassets are a reality in the financial and capital markets, and how Brazil’s securities regulator interprets those assets merits attention. Recently, the CVM decided that Dynasty Global Investments’ D¥N token is not a security – and that’s the cover story of BMA Review’s 84th edition.
This edition of our firm’s quarterly publication also has articles on the uncertainties that can arise when replacing board members, guidance on Brazilian taxation of non-residents, and more.
Click here to read the entire edition or scroll down to have a look at each article. Click on the title to read the articles that interest you, and don’t hesitate to contact us if you have any questions.
INSTITUTIONAL
Volunteering: Giving and Receiving in Return
By Mariana Brugger for BMA BMA Inspiration
BMA Inspiration promotes engagement in social action in support of education, social entrepreneurship and culture. Learn about some of the actions our people were involved with in 2024.
DISPUTE RESOLUTION
New rules on choice of forum and territorial jurisdiction
By Matheus Barcelos, Rafael da Rocha Castilho and Luiz Marcelo Aiex
The recent changes made to Brazil’s Code of Civil Procedure require special care in drafting contracts’ choice of forum provisions and in choosing the jurisdiction for resolution of disputes, and may even affect existing legal proceedings.
TAX
New guidance on taxation of non-residents
By Hermano Notaroberto Barbosa and Raquel Maluf
Although they deal with specific cases, the new tax rulings may affect the interpretation of other types of transactions on the financial and capital markets.
FINANCE AND CAPITAL MARKETS
Brazil’s securities and exchange commission decides that D¥N tokens are not securities
By Henrique Pimenta and Victória Tavares Carneiro Mesquita
The CVM decided that Dynasty Global Investments’ D¥N token is not a security, after discussion over the token’s characteristics and the implications for investors. The decision highlights the complexity of analyzing digital assets.
CORPORATE AND M&A
Mitigating uncertainties when replacing board members
By Rafael Calabria and Felipe Guimarães Rosa Bon
Brazil’s Corporations Law gives shareholders considerable flexibility when it comes to establishing rules on the replacement of members of the board of directors.
LABOR AND EMPLOYMENT AND INFRASTRUCTURE AND REGULATORY & GOVERNMENT AFFAIRS
Proving compliance with the quota for PwDs required under Brazil’s new Bidding Law
By Fernanda Nasciutti, José Guilherme Berman and Ana Luisa Dantas
Although the change introduced by the New Bidding Law – which has been mandatory since January 2024 – represents a welcome advance in promoting the inclusion of PwDs in the job market, its impact on government contracts should not be ignored.
REAL ESTATE TRANSACTIONS
Fiduciary alienation: Public deed or private instrument?
By Cristiana Moreira
According to the new article 440-AN under the CNJ’s Rules, however, a private instrument may be used for fiduciary alienation only when the agreement is made with an entity authorized to operate within the Real Estate Financing System.
DISPUTE RESOLUTION
The IBA updates its guidelines on conflicts of interest in international arbitration
By André Abbud, Gustavo Kulesza and João Rafael Castro
An arbitrator’s failure to disclose does not necessarily mean that a conflict of interests exists. With a recent decision by the Superior Court of Justice, Brazil’s courts are now aligned with the IBA guideline.
