CNV proposes reforms to primary securities placement regulations

Bomchil | On July 22, 2026, the Argentine Securities and Exchange Commission (Comisión Nacional de Valores, "CNV") issued General Resolution No. 1157/2026 ("GR 1157"), submitting for public consultation a draft proposal to amend the regulatory framework applicable to primary placements of negotiable securities. The proposal seeks to strengthen transparency, the appropriate management of conflicts of interest and investor protection (the "Draft").

Among its main provisions, the Draft introduces the definitions of "Principal Placement Agent" or "Bookrunner," meaning the agent responsible for maintaining the order book and issuing the final allocation instruction; "Intervening Agent," meaning any ALyC or AN that enters bids or expressions of interest, whether on behalf of third parties or for its own restricted or expanded proprietary portfolio; "Placement Agents," meaning any ALyC or AN appointed to act as a placement agent; and "Intervening Parties," meaning any participant in the primary placement process, including the issuer, the management company or financial trustee, arrangers and placement agents, and markets.

To strengthen oversight of primary placement processes, the Draft would require markets to ensure that the CNV has direct and permanent access to the systems used for primary placements, including real-time visibility of bids, modifications, cancellations and allocations. Markets would also be required, at the close of each placement, to submit a file containing all transaction information, thereby standardizing data reporting.

The Draft also provides that Placement Agents may not charge investors commissions or additional fees for their participation in the placement process. It establishes a general duty for Intervening Parties to adopt measures to prevent, identify and manage conflicts of interest, with the aim of safeguarding transparency and equal treatment among investors. In addition, the entry of bids or expressions of interest corresponding to the restricted and expanded proprietary portfolios of Placement Agents would be limited to the 45 minutes preceding the close of the auction, tender or bookbuilding process, and would be subject to insufficient third-party bids. In bookbuilding processes, such expressions of interest could also not be submitted through foreign placement agents or agents.

Among other changes, the Draft proposes reducing to 30 minutes the maximum period for entering into the order book bids or expressions of interest received; introducing a foreign-currency conversion mechanism, based on the BCRA reference exchange rate, for calculating the maximum percentage of privately placed negotiable obligations admissible in debt refinancing exchanges; and requiring the publication of the trust agreement entered into among the documents to be disclosed together with the final authorization for the public offering of financial trusts.

The CNV established a 15-business-day period for submitting comments through its website, counted from the publication of GR 1157 in the Official Gazette. The deadline expired on August 18, 2026. Accordingly, the amendments described above constituted, at the time of the proposal, a draft text and were not yet in force.

bomchil.com