Companies reject proposed changes to Novo Mercado rules

According to the exchange, 152 companies participated in the vote. Of those, 74 opposed all of the proposed changes. Under Novo Mercado rules, this is enough to block the revisions, as the segment requires fewer than one-third of companies to reject a proposal for it to pass.

Only eight companies supported all the amendments, while 70 approved some changes but not others.

“It’s a sad day for the market and for corporate governance,” said Fábio Coelho, president of Amec, the association representing minority shareholders, including asset managers. “We knew the vote would be close, but investors didn’t expect such a strong message of rejection to the proposed improvements.”

Mr. Coelho noted that many of B3’s proposals had no direct financial impact and were already standard in other markets. “We assumed most items would be broadly accepted, but that wasn’t the case.”

Luiz Martha, director of knowledge and impact at the Brazilian Institute of Corporate Governance (IBGC), said the decision was a missed opportunity. “We’re losing a chance to modernize not just Novo Mercado—already a pioneer in governance practices—but the broader capital market,” he said.

“Created 25 years ago as a seal of trust and quality, the segment now risks losing its appeal by failing to evolve,” Mr. Martha added.

This marked the fifth review of the Novo Mercado rules since the segment’s inception in 2000. The process began in May 2024 and included two public consultation rounds with listed companies, market participants, and institutions.

After gathering feedback, B3 launched a restricted hearing process in March, with the vote initially scheduled for late April. The deadline was extended to June 30 at the request of participating companies.

B3 stated that throughout the process, it held more than 60 meetings with about 120 companies and received 76 written submissions from companies, investors, associations, and market experts.