While Brazil became the global leader in the number of regulated funds, increasing the need for supervision, the market perception was that the CVM (Securities Commission) lost ground.
The authority responsible for regulating the capital market is seen as a weakened body, which suffers from a lack of personnel, financial constraints, slow or controversial decisions, which, instead of establishing rules, generate legal uncertainty.
The staff has shrunk. In 2015, there were 555 permanent employees, compared to 398 at the end of last year — a vacancy rate of 35%. After market scandals, the number rose to 489 this year. It never worked with the legal ceiling of 611 employees, which was already considered insufficient.
As a basis for comparison — the metric does not define quality or productivity — last year the American SEC had 4,000 employees for 12,525 funds — one server for every three funds. In Brazil, there are 32.2 thousand investment vehicles.
Software and artificial intelligence can fine-tune by replacing people, but there are signs that the CVM does not understand the basics.
Prosecutor Yuri Fisberg's team, a member of Gaeco/MP-SP (Special Action Group to Combat Organized Crime of the Public Ministry of São Paulo), saw this in practice. Investigating a Fidc within the Hidden Carbon operation, he found credit originators with CNPJ 99.999.999/9999-99.
"Has anyone looked at this? It borders on fiction, but it is in an official and public document at the CVM", says Fisberg.
The historical series shows that the municipality's spending went from R$233 million in 2015 to R$269 million last year — in nominal values. Considering inflation, the resource is 30% below what is necessary to maintain the same purchasing power as ten years ago.
It's not that there's a lack of revenue: the CVM Securities Market Inspection Fee generates more than R$1 billion per year, but most of it goes to the Treasury. Retention reached 70%, well above the 30% limit allowed by the DRU (Decoupling of Federal Revenues).
In a decision dated May 5 this year, Minister Flávio Dino, of the STF (Supreme Federal Court), determined that the transfers comply with the law.
International comparisons give a dimension of the poverty. In 2024, the CSSF, the Luxembourg regulator, the largest fund center in Europe, with 13,300 vehicles, operated with €168 million, around R$1.1 billion, collected from supervised institutions and managed autonomously.
"There was a certain, in quotation marks, lack of care on the part of the authorities towards the CVM. They even left the board for a long time with vacancies to fill, and, when it comes to resources, interference from the STF was necessary", says Roberto Teixeira da Costa, first president of the CVM, who declares himself concerned about the current situation.
Credibility was also affected by the pace of work, which was considered slow. The process over the Brazil Realty Real Estate Investment Fund, linked to Banco Master and Daniel Vorcaro, is an example. It started in 2020, due to suspicion of having overvalued assets. The technical area presented the evidence in 2021. Years went by in discussions about terms of commitment. The trial was scheduled for September 8 of this year, with the bank liquidated and Vorcaro arrested.
The SEC, for example, when it identifies fraud and the risk of dissipation of assets, goes to court with a request for an injunction and also goes to the field with the police.
"There is no more disturbing image for members of the American market than SEC enforcement investigators appearing at the office to conduct searches and seizures with agents dressed in those FBI vests", says lawyer Andrés Lopes da Costa, a specialist in regulation in the financial and capital markets.
There are also complaints about decisions that create noise. Last week, the CVM board opposed the technical area in a billion-dollar dispute between shareholder funds of Oncoclínicas, a company in extrajudicial recovery with R$5 billion in debt.
One shareholder wants to force another to make a Tender Offer — buy shares from the others at the price stated in the statute, above the value on the stock exchange. The technical area rejected the OPA. There was an appeal, and the board ordered it to be done. The case is already in arbitration and could go to court.
What caught our attention was the board going beyond the OPA and interfering in the offer price. It established that the triggering event for the OPA was a reorganization of funds with participation in Oncoclínicas, carried out on November 4, 2024. It gave 60 days after the decision for the offer to be made and determined that the price regulated by the statute be corrected by the Selic from the base date until settlement.
Lawyers consulted by Folha under reservation say that it makes no technical sense to apply interest and correction to a share that is already fluctuating in the market. Decisions like this, they say, only undermine trust in the regulator.
In response to the criticism passed on by Folha, the CVM sent a note, the wording of which was attributed to the president of the municipality, Otto Lobo. There are no comments on the fund boom, under the argument that the instruments are under the purview of the market.
"The CVM is the regulator of the capital market, and is not responsible for establishing investment funds or defining investment structures, which is done by the market agents themselves, based on their experience and vision regarding the existence of demand for certain products and the qualities of different structures to carry it out", states the note.
The CVM recognizes the structural limitation and says it will work with the Union and now with the STF to reinforce operations. With the transfer of around 70% of the inspection fee, he reinforces that he has already requested 1,215 new inspectors. Announces the goal of using artificial intelligence to detect atypicalities and prevent criminal use of the market.
However, it rejects the reading, passed on to Folha by market members, that the CVM operates pro forma, sensitive to political interference or market interests. "In my opinion, this criticism is an attempt to give a simple answer to a complex problem at a time of crisis", says the note.
"Perhaps it is a reflection of the same two or three voices heard repeatedly in the press, without any echo in the sector. We are a reference abroad and in the country in terms of capital market regulation and supervision, especially in terms of conduct, cited even in cases that are outside our regulatory reach."
He mentions that the CVM has a 65% conviction rate in judged cases and that the problems of Banco Master, for example, are in another regulatory sphere. "I also note that Arminio Fraga, who presided over and knows the Brazilian monetary authority like few others, recently stated that the fraud involving Banco Master resulted from a failure in the Central Bank's supervision."
It also states that, to reinforce the fight against illicit activities, it improves cooperation with other bodies, such as the agreement signed on July 14 with the Federal Revenue to integrate the CNPJ of market participants and dialogue on integrity with the MPF (Federal Public Ministry).
