Argentina’s CNV proposes changes to primary offering rules

On July 22, 2026, Argentina’s National Securities Commission (Comisión Nacional de Valores or CNV) issued General Resolution No. 1157/2026 —RG 1157— submitting for public consultation a proposal to amend the rules governing primary offerings of securities. The proposed changes seek to strengthen transparency, the proper management of conflicts of interest and the protection of the investing public —the Proposal—.

Among its principal changes, the Proposal introduces definitions for "Lead Placement Agent" or "Bookrunner", meaning the agent responsible for maintaining the order book and issuing the final allocation instruction; "Participating Agent", comprising any ALyC or AN that submits bids or expressions of interest, whether on behalf of third parties or for its own account —restricted or expanded—; "Placement Agents", meaning any ALyC or AN appointed to act as a placement agent; and "Participating Parties", encompassing all participants in the primary offering process, including the issuer, the management company or financial trustee, the arrangers and placement agents, and the markets.

To reinforce the supervision of primary offering processes, the Proposal would require markets to provide the CNV with direct and permanent access to the systems used for these transactions. This access must allow the CNV to view bids, amendments, cancellations and allocations in real time.

At the close of each offering, the markets would also be required to submit a file containing all information relating to the transaction, thereby standardizing the reporting of data.

The Proposal further provides that Placement Agents may not charge investors additional commissions or fees for their participation in the offering process.

It also establishes a general duty for Participating Parties to adopt measures to prevent, identify and manage conflicts of interest, with the aim of safeguarding transparency and ensuring equal treatment among investors.

In addition, the submission of bids or expressions of interest for the Placement Agents’ own account —restricted or expanded— would be limited to the 45 minutes preceding the close of the auction, tender or bookbuilding process. Such submissions would be permitted only where third-party bids are insufficient.

In bookbuilding processes, those expressions of interest may not be submitted through foreign placement agents or other foreign agents.

Among other adjustments, the Proposal would reduce to 30 minutes the maximum period for entering received bids or expressions of interest into the order book.

It would also introduce a foreign-currency conversion mechanism, based on the reference exchange rate published by the Central Bank of Argentina (Banco Central de la República Argentina or BCRA), to calculate the maximum percentage of privately placed negotiable obligations that may be admitted in refinancing exchange offers.

The executed trust agreement would also have to be published among the documents disclosed in connection with the final authorization for the public offering of financial trusts.

The CNV established a period of 15 business days for the submission of comments through its website, calculated from the publication of RG 1157 in the Official Gazette. The consultation period will expire on August 18, 2026.

Accordingly, the amendments described above currently remain in draft form and are not yet in force.

About the authors

María Victoria Tuculet is a partner in the Financial Services and Capital Markets and ESG practices. Her practice focuses on corporate finance and capital markets transactions in both domestic and international markets.

She has extensive experience advising on securities, banking and foreign exchange regulations, as well as anti-money laundering controls and regulations. She has also participated in mergers and acquisitions.

Between 2018 and 2019, she served as a visiting attorney at Shearman & Sterling, now A&O Shearman, in its capital markets and M&A practices.

Since 2022, Tuculet has led the development of the ESG practice, participating as a speaker at several specialist forums and publishing papers on ESG-related matters. She also hosts "Diálogos Sustentables", a podcast series in which she discusses sustainability trends and challenges and ESG policies with local and international experts.

In 2024, she completed a Master’s Degree in Private International Law at the University of Buenos Aires, defending her thesis on "Jurisdictional Immunity in Sovereign Debt Restructuring Proceedings." She has also served as an assistant professor of that subject at the same university.

She is a member of the Buenos Aires Bar Association.

Fermín Caride is the partner in charge of the Financial Services and Capital Markets department. His practice focuses on corporate finance, investment projects and capital markets transactions, advising both borrowers and lenders.

With extensive experience in project structuring, he regularly participates in projects in the energy, mining and construction sectors, as well as in debt refinancing transactions.

He also advises on financial, foreign exchange and securities market matters and represents clients before the Central Bank of Argentina, the National Securities Commission and various securities markets. Given his experience, he is frequently called upon to participate in mergers and acquisitions.

Having developed his career at Bomchil, Caride worked as a foreign associate at Simpson Thacher & Bartlett between 2007 and 2008. In 2008, he also worked as in-house counsel at Merrill Lynch, advising its Principal Credit Group on credit and investment transactions in Latin America and working with teams in New York, São Paulo, Mexico City and Buenos Aires.

Caride is a member of the International Bar Association and the Committee of Bank Lawyers of the Argentine Republic. He is also a professor in the Master’s in Finance program at the Torcuato Di Tella University Business School in Buenos Aires.

Francisco Diskin has been an associate at the firm since 2024 and is a co-author of this article.

Authors: 

By María Victoria Tuculet, Fermín Caride and Francisco Diskin