On August 25th, 2026, the Financial Market Commission (CMF, for its initials in Spanish) released a document containing new initiatives focused on the modernization of the financial market. This follows a participatory process conducted between 2024 and 2025, which gathered more than two hundred proposals from industry participants, academia, and the public. The document distinguishes between two groups of initiatives: twelve that have reached a sufficient level of maturity to begin concrete actions during this year, and others that still require further analysis before a decision is made regarding their eventual implementation.
The former include initiatives relating to bank risk management, operational improvements, easier access to CMF regulations, new market infrastructure developments such as asset tokenization and instrument digitalization, the implementation of international reporting standards, studies and initiatives on financial education and inclusion, among other matters. Among the latter -which remain under evaluation- are four proposals concerning corporate governance.
Context of the proposed changes
These proposals respond to recent market developments resulting from increased participation by institutional and foreign investors, the digitalization of corporate communications, and more complex business structures that were not contemplated when the current rules were originally designed.
The four proposals in this second phase are the following:
1. More flexible share classes to facilitate access to the stock market
Specifically, the measure aims to make more flexible the rules currently governing the creation of different classes of shares when a company decides to go public. The CMF’s objective is that with less rigid rules, more companies will view the capital markets as a viable financing alternative, while ensuring that minority shareholders are not disadvantaged.
2. New mechanisms for the forced exclusion of minority shareholders
The second proposal focuses on companies where a controlling group holds the majority of ownership. In such cases, the CMF is evaluating wheter to expand the legal mechanisms available to eliminate residual minority holdings,a mechanism known as squeeze-out, while also clarifying the interpretative uncertainties that currently surround their use.
The underlying economic rationale is to simplify and provide greater certainty for corporate reorganizations by reducing the costs associated with maintaining residual shareholdings, without depriving minority shareholders of the protections afforded by law.
3. Directors’ fiduciary duties and the business judgment rule
The third initiative addresses a more structural issue: how the law defines the duties a director owes to the company they manage. The CMF proposes to modernize these obligations, including directors’ duties of care and loyalty, drawing on approaches already adopted in other jurisdictions through the principle known as the business judgment rule. The expectation is that directors will have clearer guidelones in their decision-making processes, without lowering the level of accountability currently required.
4. Enhanced information for shareholders’ meetings
The fourth proposal focuses on what a shareholder receives before voting at a meeting: the CMF wants issuers to provide more detailed explanations regarding why they are proposing each item on the agenda, what effects approval would have, and who is running for director—among other things—with more detail than is currently required.The reason is simple: to increase the information available before each vote so as to enable informed and reasoned decisions, especially in the case of institutional or foreign investors who do not necessarily follow the day-to-day operations of the respective company in detail.
Next Steps
The twelve initiatives already approved for implementation contemplate the commencement of concrete actions during this year, although their adoption may occur gradually and follow different timelines depending on each case.
The four corporate governance proposals, however, remain under evaluation. Before deciding whether to proceed with any of them, they will be reviewed through an assessment of the problem each proposal seeks to address, a review of comparative international experience, and a cost-benefit analysis.
Comments on the proposals may be submitted via email to desarrollofinanciero@cmfchile.cl.
Content updated as of September, 2026.