When a debt offering reaches hundreds or thousands of investors, it’s not just the scale of the distribution that changes. There is a structural shift in what the transaction must anticipate in order to function properly after the capital has been raised.
The trustee remains the central figure representing creditors in issuances such as debentures, Real Estate Receivables Certificates, and Agribusiness Receivables Certificates, but the environment in which the trustee operates has become more complex.
Understanding this complexity is the starting point for anyone structuring capital market transactions today, especially when the investor base is fragmented and investors’ interests may diverge over time.
In this article, we explore how asset tokenization and market infrastructure relate to this topic and what structurers can anticipate from the issuance stage onward to mitigate risks in later phases.
Why has the proliferation of investors changed the dynamics of corporate restructurings?
For a long time, debt issuances in the Brazilian capital markets had a relatively concentrated base of creditors.
Funds, banks, and institutional investors purchased large blocks of shares, and trading during periods of financial stress for the issuer was generally limited to a small group of market participants with the technical and legal expertise to actively participate in the process.
That landscape has changed. The combination of expanded access to capital markets, the growth of distribution platforms, and advances in the tokenization of debt instruments has placed a much larger number of individual investors in the position of creditors for the same issue.
According to data shared on Data Anbima, the Brazilian debenture market saw consistent growth in the number of issues with broad distribution and ended 2025 with R$544.8 billion raised through debt securities, with a growing share of qualified retail investors.
This fragmentation has an obvious positive aspect: it broadens access, spreads risk, and creates a secondary market with greater potential liquidity. But it also poses a challenge that many deal structures still underestimate.
When creditors’ interests are no longer uniform, collective coordination during times of stress depends directly on what was outlined in the issuance documents. And that design has not always kept pace with the democratization of distribution.
This is not a theoretical issue. In any situation requiring creditor deliberation—such as a request for a waiver, a change in terms, or a default—the ability to convene, inform, and obtain decisions from hundreds of widely dispersed investors is operationally different from the ability to do the same with twenty institutional creditors.
This difference begins with the documentation and extends to the infrastructure available for monitoring the operation.
The Role of the Trustee in Collective Representation
The trustee acts as the representative of investors in debt securities issuances, such as debentures, Real Estate Receivables Certificates, and Agribusiness Receivables Certificates.
Its role is established by the offering prospectus and regulated by the Brazilian Securities and Exchange Commission, which defines the conditions for carrying out this activity, the agent’s duties, and the circumstances under which the agent must act on behalf of the group of investors.
In practice, the trustee monitors the issuer’s compliance with its obligations, verifies the terms of the collateral, receives relevant notices, and, when necessary, convenes meetings of debenture holders or certificate holders.
He is the one who, in theory, takes action when there is a default or when obligations become due early.
What fragmentation changes, in this context, is the practical implementation of this representation. When the creditor base is concentrated, the trustee interacts with a small number of stakeholders who, in general, have the capacity to analyze scenarios, vote in an informed manner, and coordinate their positions prior to meetings.
When the offering is made to the general public, this process involves investors with very different profiles, analytical skills, and interests. The trustee remains the collective representative, but the quality of that representation now also depends on timely information and communication channels that the offering documents do not always provide with the necessary level of detail.
Anbima has published guidelines and studies on this topic. For example, the document outlining the rules and procedures for fiduciary agents —which was recently updated by the association—specifically addresses the importance of structured communication with investors and the proper documentation of decisions as part of the responsible exercise of this role.
Understanding these guidelines is part of the job for those who structure transactions involving a dispersed creditor base.
Where do tensions arise between individual and collective action?
One of the most debated issues in the Brazilian capital markets, especially following recent episodes of stress in issuances with a broad creditor base, is the tension between the individual rights of investors and the collective nature of the representation exercised by the fiduciary agent.
This debate has been driven by associations, specialized law firms, and the Brazilian Securities and Exchange Commission itself, and there are still no single, established answers.
According to ongoing discussions in the market, some of the situations in which this tension arises most frequently include:
- An investor’s individual negotiation with the issuer, outside the collective framework represented by the trustee, and the effects of such negotiation on the other creditors of the same issue;
- The exercise of the right to early maturity by a single creditor and the relationship between such exercise and the investor community;
- The quorums required for resolutions affecting all creditors, and the practical difficulty of achieving them when the investor base is highly fragmented;
- The withdrawal of a creditor from the investor community and the effects on the collateral established in favor of the investor community as a whole.
There is no single legal answer to these questions, and this content is not intended to provide an interpretation of what is permitted or prohibited in each situation. It is worth noting, however, that in the market, these issues are considered important points to consider during the structuring phase, not just during the default management phase.
What the issuance documentation can do is anticipate some of these situations and establish clear rules for handling them, thereby reducing ambiguity when they arise.
This proactive approach is, to a large extent, what distinguishes a well-structured operation from one that relies on ad hoc negotiations during times of stress.
Shared collateral: the most sensitive issue
Of all the issues that a large number of investors makes more complex, the handling of shared collateral is probably the most sensitive.
When a security interest is created in favor of the class of creditors of an issue, any individual action affecting that security interest has an impact on all other holders.
And that is precisely where the lack of clear provisions in the offering documents can lead to further conflict.
Some of the key considerations that the offering documentation may address, according to practices discussed in the structured capital markets, include:
- Limits on individual negotiations: the indenture may set forth conditions under which an individual creditor may or may not negotiate separately with the issuer, and the effects of such negotiations on the position of the other creditors;
- Treatment of dissenting investors: when a collective resolution is approved by a qualified majority, the documentation may specify how dissenting investors are treated, including any exit mechanisms or mechanisms for preserving rights;
- Effects of a creditor’s withdrawal from the syndicate: A creditor’s withdrawal may affect the proportionality of the collateral available to the remaining creditors. Anticipating this effect and establishing rules for addressing it is part of responsible structuring;
- Preservation of rights regarding shared collateral: the documentation may stipulate that no individual action may compromise the collective position regarding the collateral, and define the role of the trustee as the guardian of this preservation;
- Coordination mechanisms with the trustee: The flow of communication between the issuer, the creditors, and the trustee in situations involving collateral can be clearly established, including timelines and responsibilities.
These are points to consider, not ready-made solutions. Each transaction has its own characteristics, and the appropriate handling of these elements must be evaluated by the entity’s own legal counsel, based on the specific terms of the offering, the investor profile, and the type of collateral involved.
What can those who design the structure foresee at the time of issuance?
The central thesis of this article is straightforward: the collective coordination of investors during times of stress depends on how the structure was originally designed.
And what was originally designed is not just the legal documentation. It is also the information and record-keeping infrastructure that will support the operation throughout its entire lifecycle.
Four factors are particularly relevant for those structuring transactions with a dispersed creditor base:
- Timely disclosure: The issuer must have a clear obligation to provide information to the trustee within timeframes that allow for effective communication with investors before stressful situations escalate. The offering documents are the appropriate place to establish these information flows;
- Up-to-date ownership records: Knowing who the creditors are at any given time is a basic requirement for convening meetings, communicating material events, and recording resolutions. In tokenized transactions, this registry can be maintained more efficiently and in a more auditable manner, but the quality of the registry depends on the integration between the infrastructure and the regulated entities responsible for record-keeping and custody;
- Organized communication with investors: Clear and formalized communication channels reduce the risk of information asymmetry and decisions made without an adequate basis. This includes both communication from the issuer to creditors and mechanisms for creditors to express their views in an organized manner;
- Audit trail of resolutions: Every decision made at a meeting or through another deliberative mechanism must be properly recorded. In a decentralized structure, this record is especially important because challenges to resolutions are more likely when interests are diverse.
It is important to make clear what the infrastructure does and what it does not do in this context. The asset tokenization infrastructure for the regulated financial market does not replace the fiduciary agent or the certificate of issuance. It provides the technical and operational foundation to enable coordination to take place more efficiently and with greater traceability.
The decision regarding what to coordinate, how to coordinate it, and under what conditions remains the responsibility of the trustee, the documentation, and the transaction’s legal advisors.
The role of infrastructure in post-emission monitoring.
The post-issuance phase is where most structural weaknesses appear. Capital has been raised, the issuer is operational, and the creditor base begins to shift: ownership transfers, investors leaving the secondary market, changes in risk profile.
Keeping track of all of this in an organized manner is what enables the trustee to perform his or her duties effectively.
This is where the quality of the infrastructure makes a real difference. An operation that relies on on-chain ownership records, integrated with the registry, can make it easier for the trustee to identify who the creditors are and in what proportions.
This information is a prerequisite for convening meetings with an adequate quorum, for notifying the appropriate parties of relevant events, and for recording resolutions with recognized validity.
Station’s orchestration layer connects registrars, custodians, and other regulated service providers involved in the transaction, creating an environment where information relevant to the fiduciary and investors is available in an integrated manner.
This is not an interface product or a distribution platform, but rather a back-end architecture that helps ensure that the regulated parties involved in the operation speak the same language and work with the same data.
For family offices and asset managers that structure private credit with a diversified investor base, this level of integration makes a difference right from the origination phase.
BlockBR’s EAI model enables these entities to operate the entire capital markets transaction chain under their own brand, including post-issuance monitoring, with the necessary infrastructure to maintain an up-to-date ownership registry, organized communication with investors, and an audit trail of decisions available to the trustee when necessary.
This is particularly relevant in transactions involving the tokenization of credit rights, such as debentures, Real Estate Receivables Certificates, and Agribusiness Receivables Certificates, where the investor base may be geographically dispersed and managing relationships with creditors requires an information structure that goes beyond what traditional systems offer.
For those who want to understand how this model works in practice, the starting point is to understand the infrastructure available for integrating origination, issuance, and monitoring into a single platform.
The future of the capital markets points toward structures that treat the post-issuance phase with the same rigor as the origination phase.
What We’ve Learned About the Fragmentation of Investors and the Role of the Fiduciary
The Brazilian capital markets are developing responses to an increasingly fragmented investor base. These solutions involve regulation, industry best practices, and infrastructure, but they invariably begin with structuring.
The trustee remains the representative of the creditors—the figure recognized by the market and defined by regulation as responsible for the collective protection of investors in debt issuances.
What changes, on a decentralized basis, is the environment in which it operates. And that environment is largely defined by the provisions set forth in the offering documents and by the quality of the infrastructure available to monitor the operation.
Thinking through the entire operation—from the originator to the post-issuance phase—is no longer a technical detail but rather a central part of responsible structuring. This includes planning for collective coordination mechanisms, the handling of shared collateral, communication channels with investors, and the audit trail of decisions.
It is a process that involves legal advisors, regulated agents, and the technological infrastructure that connects them all.
The emerging market is broader, more accessible, and more complex than it was ten years ago. To operate effectively in it requires a structure that accounts for this complexity from the outset.
Learn about BLOCKBR’s infrastructure and understand how the EAI model enables family offices and asset managers to structure and track transactions from origination to settlement on a single platform, under their own brand.
Frequently Asked Questions
What does a trustee do?
A trustee is the representative of investors in debt securities issuances, such as debentures, Real Estate Receivables Certificates, and Agribusiness Receivables Certificates.
It monitors the issuer’s compliance with its obligations, verifies the terms of the guarantees, convenes meetings of bondholders when necessary, and acts on behalf of the body of creditors in situations provided for in the offering prospectus. Its activities are regulated by the Brazilian Securities and Exchange Commission and by the specific terms of the documentation for each issuance.
In which transactions is a trustee involved?
A trustee is involved in public debenture offerings and in securitization transactions that result in the issuance of Real Estate Receivables Certificates and Agribusiness Receivables Certificates.
In some cases, it is also present in other debt issuances in the regulated capital markets. Whether it is mandatory and the scope of its application depend on the type of instrument, the structure of the transaction, and the regulations applicable to the specific case.
What is investor pooling in an issuance?
A pool of investors is the group of holders of the same debt securities issue, who share the rights and obligations established by the issuance deed.
Decisions that affect all creditors—such as changes to the terms of the issuance or actions related to collateral—are made collectively, based on the quorums and procedures set forth in the documentation. The trustee represents this group in dealings with the issuer and the other parties to the transaction.
Why does the fragmentation of investors increase the importance of offering documentation?
When the creditor base is concentrated, coordination during times of stress can take place more informally, through direct negotiations among a small number of parties. When the investor base is fragmented, this coordination depends directly on what was established in the issuance documentation: the quorums for resolutions, the mechanisms for communicating with investors, the treatment of shared collateral, and the rules for default situations.
Well-structured documentation reduces ambiguity and the need for ad hoc negotiations at critical moments.
Does tokenization change the role of the fiduciary?
No. The token, by itself, does not change the legal nature of the instrument it represents. Investors’ rights continue to be governed by the issuance documentation and applicable regulations, regardless of the format in which the asset is issued or traded.
Digital infrastructure can enhance the quality of the information and records available to the fiduciary and the investor community, making it more efficient to monitor the transaction and ensuring that the audit trail of decisions is more traceable.
Legal Notice: This content is for informational and educational purposes only and does not constitute an offer, investment recommendation, or legal advice. BlockBR acts as a provider of technological infrastructure for the Digital Capital Markets, connecting originators, structurers, financial institutions, service providers, and distribution channels. Activities subject to regulatory authorization—including distribution, intermediation, custody, bookkeeping, fiduciary management, or other regulated activities—are performed by the respective authorized institutions responsible for each transaction. BlockBR does not receive or hold investor funds in custody, except when the activity is carried out by an authorized institution belonging to the economic group and within the scope of its respective authorization.
