Authors: Marcelo De Callis and Guilherme Teles
Crowdfunding is no longer alternative fundraising. It is a structured capital markets transaction. Few platforms were designed for this.
The CVM's regulatory review made this explicit: platform governance, disclosure discipline, traceability, post-offering responsibility, liquidity mechanisms, hybrid instruments. These are not adjustments to regulatory wording. They are the points at which risk is either correctly allocated or not, at which documentation either supports or exposes, at which the operation either consolidates or weakens.
And structured transactions are not built on improvisation.
For those structuring market entry, the architecture decision made now will determine the cost of compliance later. Designing it right from the start is more efficient than correcting it under regulatory pressure.
For those already operating, the question is not whether adaptation will be necessary. It is whether the current legal structure is compatible with the new regulation, with the risks involved and with the size of the transactions the market now demands. Those who do not make this assessment now will make it under pressure later.
Appropriate legal advice in this context is not occasional. It is part of the business model design from the outset: in structuring new operations, reviewing existing structures, modeling post-fundraising events and providing regulatory support before the CVM.
Those operating in this market need advisers who know the risks and know how to structure the operation the right way. That is exactly what we have been doing for our clients.
