Brazil's New Capital Markets Framework for Football Clubs and Investors (SAF Law)
This article examines how Brazil’s SAF Law (a corporate legal framework for Brazil’s football clubs) has begun to reshape the financial architecture of the beautiful game. It opens with the first wave of conversions - Cruzeiro, Vasco and Botafogo - to show how the new corporate form unlocked private capital, restored sporting competitiveness, and, in Cruzeiro's case, generated a successful exit for its first investor.
It then turns to the instruments that the SAF Law and the Brazilian Securities and Exchange Commission (CVM) have made available to clubs accessing the capital markets: the bespoke debêntures-fut, public debenture offerings, securitization and receivables fund structures (FIDCs and FIPs), equity crowdfunding, and the possibility of an initial public offering.
Finally, it closes with the insolvency and Regime of Centralized Enforcement provisions that sit alongside these financing tools, and considers what is still required for the SAF model to deliver on its promise as a mature, investable sector of the Brazilian economy.
Article Overview
- Background to the SAF Corporate Framework
- Early case studies: Cruzeiro
- Access to the capital markets
- Debêntures-Fut: a security tailored to the sector
- Initial public offerings
- Insolvency, restructuring and the Regime of Centralized Enforcement
- Conclusion: a maturing market
- Key takeaways for clubs and investors
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Written by
Carla Guttilla Lacerda
Carla Guttilla Lacerda is a lawyer at Souto Correa Advogados in Brazil. Carla’s experience focuses mainly in the area of business law, with an emphasis on corporate law, contracts, intellectual property and protection of personal data. She holds a post-Graduation degree in Corporate Law at Fundação Getúlio Vargas (FGV-SP). She is a member of the Youth Council of SIGA – Sports Integrity Global Alliance.
Mariana Guenka
Mariana is a lawyer at Souto Correa Advogados, São Paulo with over 15 years of experience in banking, financial, and capital markets law. Throughout her career, she has advised a broad range of clients, both Brazilian and foreign, on complex transactions, including public offerings of fixed-income securities, asset securitization, project financing, and a variety of regulatory matters related to the banking sector.
Gabriel Cardozo
Gabriel Rache Cardozo, is a Bachelor of Laws from the Pontifícia Universidade Católica do Rio Grande do Sul (PUCRS) and took part in an international exchange program for two semesters at Univesität Bonn, Germany, with a scholarship from the Deutscher Akademischer Austauschdienst (DAAD), during graduation. Acts in the advisory area, working with Corporate Law, focusing on the M&A and Capital Markets area, especially with operations involving the acquisition of part or full shareholding control of companies or the offering of assets for raising funds in the stock market. He is part of the Souto Correa’s Startup Hub, acting with market players related to technology and innovation, advising especially startups and small companies. Member of the Center for M&A Studies (CM&A), organized at USP Law School and at PUCRS Law School.
