On September 23, 2026, following the public consultation process initiated under General Resolution No. 1157/2026, the National Securities Commission (Comisión Nacional de Valores or “CNV”) published General Resolution No. 1169/2026 (the “Resolution”) in the Official Gazette (Boletín Oficial), establishing the new regulatory framework applicable to primary offering processes of marketable securities.
The Resolution aims to strengthen transparency standards, promote sound management of conflicts of interest, and enhance investor protection, thereby establishing a clearer and more efficient framework for primary placements.
Key Points of the Resolution:
- Greater Transparency in Allocation: Prospectuses, Prospectus Supplements, or Offering Documents for Public Auctions or Bidding Processes must clearly outline the variables to be auctioned and the parameters for their determination.
- Prevention of Conflicts of Interest: Proprietary portfolio bids are restricted to at least 30 minutes prior to the offering’s close, and allocations to proprietary portfolios during book-building processes are subject to the condition that they do not displace other bidders.
- Investor Commissions: Charging commissions or fees to investors during primary offerings is permitted, provided they are disclosed and quantified in advance.
- Standardized Reporting Regime: Markets and Agents must submit information for each placement to the CNV using a standardized format.
- Expanded Public Disclosure of Results: The minimum mandatory information to be published on the closing date of the offering has been expanded.
- Direct Real-Time Access for the CNV: Markets must grant the CNV direct, real-time access to the IT systems used in primary placements, enabling complete visibility over the entire bidding and allocation cycle.
- Ultimate Beneficial Owner (UBO) Identification: The option to operate using “unidentified ID third parties” has been eliminated, requiring full disclosure of the investor’s name, tax ID, and ultimate beneficial owner where applicable.
- Transitional Regime: Markets are granted until December 31, 2026, to adapt their IT systems, while Agents have until February 26, 2027, to obtain approval from Markets to operate under the new conditions and requirements.
- International Offerings: The regulation applies to purely local placements as well as local tranches of international offerings.
Why Is This Important?
The Resolution strengthens mechanisms that drive capital market development, enhance access to financing, and safeguard investors. It achieves this by elevating transparency and protection standards, improving traceability and investor identification, enforcing standardized reporting, and expanding real-time visibility into placement systems.
Entry into Force
The Resolution entered into force on the day following its publication in the Official Gazette.
