The pluralization of capital gateways in Brazil: distributed capital gatekeeping, regulatory experimentation and access to the capital market

Abstract

Access by small and mid-sized companies to the Brazilian capital market has been broadened by a combination of simplified regimes, electronic platforms, receivables investment funds (FIDCs), securitization, organized markets and regulatory experimentation.

This article argues that this movement should be understood neither as a straightforward replacement of bank credit by digital platforms nor as a mere multiplication of financial products. The most significant transformation lies in the pluralization of capital gateways: the functions of selection, information production and organization, due diligence, monitoring, distribution, infrastructure and control over access to capital are now performed by different actors. The article develops the expression distributed capital gatekeeping as an analytical category designed to identify this functional redistribution.

The hypothesis is examined through four arrangements within the Brazilian credit system: investment crowdfunding, whose reform is currently under way; FIDCs and securitization, which have shown a substantial increase in market share; the regulatory sandbox, an instrument authorized by the Startups Legal Framework; and the FÁCIL regime. Within the latter, the BEE4 case receives detailed treatment for revealing an innovative variation of the phenomenon: in addition to operating the market and the central depository, the entity has developed its own issuer-formation program, Rota FÁCIL, which identifies, prepares and funds companies that are candidates for listing.

From a comparative perspective, the United Kingdom's public offer platform regime expressly assigns to the operator the functions of information gathering, due diligence, deciding whether to facilitate the offer and preparing a disclosure summary.

The analysis indicates that disintermediation does not eliminate gatekeeping: it redistributes it and, in certain arrangements, adds functions that the classical literature did not contemplate, among them the formation of the issuer itself. The article concludes that duties should be proportionate to the functions actually performed, and that the functional architecture of each gateway should be transparent.