Primary Placement Regime Updated

General Resolution 1157 of the Argentine Securities Commission (CNV), issued the on July 22, 2026, submits for public consultation a reform of the primary placement regime for negotiable securities. The proposed regulation clarifies the responsibilities of market participants and requires that the prospectus, supplement, or offering document describe the placement mechanism, the criteria for determining the price or clearing variable, the allocation guidelines, and the parties responsible for making those decisions.

The proposal also introduces specific rules governing underwriters' participation for their own account. In particular, the Resolution establishes a limit on placement agents’ submission of proprietary bids in public auctions or tenders, providing that such bids may only be entered up to 45 minutes before the auction closes. In book-building processes, proprietary indications of interest will be conditional if insufficient investor demand has been received and as long as other investors are not displaced.

The proposal further clarifies that an underwriting agreement or purchase agreement may satisfy the public offering requirement when, despite completing and substantiating placement efforts, the agent ultimately becomes the final holder of the securities due to the absence of acceptable bids for all or part of the issuance.

In addition, the proposal strengthens the CNV's supervisory powers by providing for its direct and permanent access to primary placement systems and by expanding the recordkeeping and reporting obligations of participating markets and intermediaries. It also establishes that placement agents may not charge investors commissions or additional fees for participating in a placement.

The proposal was submitted through the Participatory Rulemaking Procedure, under which interested parties were able to submit comments and proposals regarding the draft. Following the conclusion of the public consultation period, approval of the final version of the reform remains pending.