O mecanismo da ancoragem em ofertas públicas iniciais: natureza jurídica e histórico de utilização no mercado de capitais brasileiro

Abstract

This paper aims, preliminary, to compile all initial public offerings carried out in the Brazilian capital markets, including public information made available to the investor market and the manner in which the Companies and the Brazilian Securities and Exchange Commission ("CVM") understand that the description of such mechanism in the context of offerings is sufficient, in order to preserve full access to relevant information for investment decision-making, as well as the equitable treatment of the recipients and acceptors of the offerings. Such investment commitments result in the anchor investor's action of subscribing or acquiring shares subject to a public offering, and its investment decision is based on private negotiations, which take place outside the public offering process and result in the formalization of a specific instrument with respective terms and conditions. However, according to the principle of transparency, under the terms of the applicable regulations, the documents prepared by the issuer or the coordinators, intended to provide information regarding the issuer or the offer to potential investors, must contain all information that may influence the decision making regarding the investment, which includes the disclosure of any investment agreement, even if prior to the offer and carried out outside of its scope. Thus, given the scarce use and doctrinal and jurisprudential understandings on the subject, which unfolds in legal uncertainty to all players, the present study intends to analyze, in a comparative way, how the disclosures were made by each of the Companies that used the anchoring mechanism and how such descriptions were received by the CVM