A Resolution No. 178 from the Securities and Exchange Commission (CVM) comes into force this Thursday (1st). The measure introduces major changes in the profession of autonomous agents. Starting with the change in the name of these professionals, which will become an investment advisor.
As mentioned in this column in previous texts, the CVM revised the system that had been in force for almost 20 years. With that, he made several changes, among them, the possibility of the existence of a partner-investor.
The scope of the consequences of this new regulation in the markets will only be understood over the years. However, some behavioral changes on the part of economic agents are already perceptible, especially in the relationship between investment advisory firms and the stock brokerages.
How it is
With the advent of new regulations, brokerages quickly revised their templates contractual obligations and, in some cases, its business model. This explains, for example, why several securities distribution contracts (DTVM) contain clauses granting the brokerage a preemptive right to acquire equity in the company.
Such a modification may seem simple, but it is not. Until Resolution 178, the legal relationship between brokerage firms and so-called autonomous agent societies was exclusively contractual or obligatory.
In other words, there was a DTVM contract through which the company became the broker’s agent for a certain period. Thus, it could be remunerated by the brokerage generated by the clients served by its partners.
Furthermore, it is not unknown that, over the years, the duration of the contract entered into by the company with the brokerage firm became the object of negotiation and consideration. Therefore, the longer the time, the greater the consideration paid by the broker.
In any case, as the regulator prohibited the existence of a partner-investor, the company’s decisions were the prerogative of its partners. In this case, the brokerage was a contractual partner.
What changes?
Now, as of June 1st, the relationship between investment adviser companies may also move towards the corporate perspective. That is, the brokerage firm, in addition to being a commercial partner, may become a partner in the investment advisory company.
However, this tends to give rise to several questions. For example, take the case in which a certain brokerage firm becomes a partner of an investment adviser in 2023, with the end of the DTVM contract only scheduled for 2025.
Thus, at the end of the contract, it is possible that the partners want to evaluate proposals from competing brokerages to verify which offer is more advantageous. In that case, would another player Would you be willing to negotiate with the company in which your competitor is a partner?
Continuing in this case, if there is disagreement between the partners and it is necessary to deliberate in a meeting in order to enter into a contract with another brokerage firm. So, can the vote of the partner/broker, contrary to the migration, be considered invalid in view of a possible conflict of interest?
CVM can improve the standard
Therefore, as can be seen, the contours of the corporate relationship will suffer direct effects from the contractual relationship between the parties. And in this case, the converse is also true. Another aspect that cannot be overlooked is that assuring an unrestricted preemptive right to the brokerage firm can impact partnership programs (partnership) already in effect.
In view of this, there is no doubt that many of these issues will only be resolved by the Judiciary and the Arbitration Courts. However, there is still hope that the CVM can improve the rule.
In any case, it is important to exercise caution when entering into these contracts or their amendments. After all, with the entry into force of the resolution, the situation is completely different.
Source: Moneytimes
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