Drawing on her experience advising on some of Argentina's most significant IPOs and debt offerings, Carolina Zang explains why the Argentine Securities Commission's (CNV) latest regulatory package represents the most profound transformation of the country's capital markets in decades.

The reforms significantly shorten execution timelines, simplify access to the market and create new opportunities for smaller and medium-sized companies to raise capital.

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For more than thirty years, I have advised clients on capital markets transactions in Argentina. I have been part of the legal teams behind some of the country's most significant IPOs and follow-on offerings, including companies listed on the New York Stock Exchange and Nasdaq.

Having witnessed these transactions from the inside, I can confidently say that the regulatory package recently approved by the Argentine Securities Commission (CNV General Resolutions 1145–1150/2026) is the most significant reform our capital markets have experienced since the enactment of Capital Markets Law No. 26,831.

I say this not only with enthusiasm, but because I understand the real cost of the system these reforms are replacing.

The Time Capital Markets Cannot Afford

Whenever a company decided to access Argentina's capital markets, one of the first things it heard from its legal advisers—including me—was a discouraging reality:

"The process will take between three and six months, sometimes even longer."

That timeframe was not the result of inefficiency. It was the logical consequence of a regulatory framework built on the premise that every public offering had to be reviewed and formally approved by the regulator before reaching investors.

In theory, this ex-ante review protected investors.

In practice, only a limited number of companies could afford the cost—in terms of time, professional fees and uncertainty. Medium-sized and smaller businesses were often left without access to the market and forced to rely instead on bank financing under far less competitive conditions.

I have seen issuers abandon transactions because the market window closed while regulatory approval was still pending. I have also seen CFOs struggle to explain to their boards why the timing of a capital raising ultimately depended on an administrative process rather than on business strategy.

What Has Truly Changed

The new framework represents a genuine paradigm shift.

The previous model was approval-based: the CNV reviewed, assessed and authorised each offering before it could proceed.

The new framework adopts a filing-based system. Issuers submit the required documentation, assume responsibility for its accuracy and access the market without waiting for prior regulatory approval.

Regulatory oversight has not disappeared. The CNV retains all of its supervisory, enforcement and sanctioning powers.

What changes is both the timing of that oversight and the allocation of responsibility.

Rather than relying on prior regulatory approval, issuers, underwriters and legal advisers now assume greater ex-post responsibility for the quality, completeness and accuracy of the information disclosed to investors.

This is the model followed by the world's most developed capital markets, including the U.S. Securities and Exchange Commission (SEC), and it enables a small or medium-sized company to issue debt securities with a level of efficiency previously available only to seasoned issuers.

The numbers are significant.

For issuances of up to 100 million UVAs (approximately US$130–140 million), authorisation becomes effective automatically upon filing.

For larger transactions, the same streamlined process applies when securities are offered exclusively to qualified investors, whose eligibility threshold has also been reduced from 350,000 to 200,000 UVAs.

A Reform That Continues to Protect Investors

Does eliminating prior regulatory approval weaken investor protection?

In my view, the answer is no.

The new framework maintains disclosure standards equivalent to—or even higher than—those under the General Regime.

Issuers continue to sign their prospectuses under the same legal responsibility as before, with both regulatory and civil consequences.

What disappears is not the disclosure standard—it is the bureaucratic process

that stood between the documentation and the market.

The reform also introduces an important transparency requirement: investors must be expressly informed whenever underwriters do not retain independent legal counsel.

Although seemingly modest, this provision establishes a level of transparency regarding legal advisory structures that did not previously exist in Argentina.

Investor protection depends not on how long the regulator takes to approve a prospectus, but on the quality of the information it contains and the accountability of those who stand behind it.

What This Means for the Real Economy

For years, discussions surrounding the development of Argentina's capital markets have focused primarily on large issuers, sovereign bonds and sophisticated financial instruments.

In reality, the number of companies that could effectively access the market remained very limited—and even for those issuers, the process was far from straightforward