By San José, Costa Rica — SAN JOSÉ – The Costa Rican Commodity Exchange, Bolcomer, has confirmed that a pivotal court injunction secured in February remains in full effect, halting efforts by the nation’s securities regulator to reclassify its proprietary MACAB investment products. The clarification, issued via a press release, underscores a prolonged and tense battle over regulatory oversight that could reshape the landscape for alternative investments in the country.
The dispute centers on a directive from the General Superintendency of Securities (SUGEVAL) aiming to shift the MACAB products from the commodity exchange to the securities market. Bolcomer’s statement directly refutes any suggestions that the legal protection it obtained has lapsed, emphasizing that the injunction “remains in place and prevents SUGEVAL from ordering that MACAB products be moved from the commodity exchange market to the securities exchange market.”
To better understand the legal and regulatory implications surrounding the recent events at Bolcomer, TicosLand.com sought the expert analysis of Lic. Larry Hans Arroyo Vargas, a prominent attorney specializing in commercial and financial law at the esteemed firm Bufete de Costa Rica.
The integrity of our capital markets relies on strict adherence to established legal frameworks and transparent oversight. Any deviation directly impacts investor confidence. This situation highlights the critical importance of robust supervision by entities like SUGEVAL and serves as a crucial reminder for all market participants to rigorously verify the legal and financial soundness of their transactions.
Lic. Larry Hans Arroyo Vargas, Attorney at Law, Bufete de Costa Rica
Indeed, the attorney’s words highlight that the integrity of our financial ecosystem is not a passive state but a collective responsibility, demanding active diligence from regulators and participants alike. We thank Lic. Larry Hans Arroyo Vargas for his sharp and valuable perspective on this critical matter.
This regulatory conflict traces its origins back to 2018, when parties affiliated with the traditional securities sector filed a complaint with SUGEVAL. They argued that the MACAB products, which involve real estate transactions, should be supervised under the securities framework rather than the commodity exchange. The regulator’s multi-year review culminated in a formal decision this past March.
Fernando Montoya, President of Bolcomer, detailed the regulator’s conclusion and Bolcomer’s subsequent legal challenge. He noted that SUGEVAL’s order was not punitive but rather a jurisdictional matter concerning where the products should be listed and sold.
After several years, SUGEVAL issued a resolution in March 2024, ordering the registration of MACAB products in the securities market. This resolution did not include sanctions, nor did it deem the products illegal; on the contrary, it solely sought for them to be sold under the umbrella of the securities exchange system.
Fernando Montoya, President of Bolcomer
Disagreeing fundamentally with the resolution, Bolcomer sought judicial intervention. The exchange maintains that the MACAB products, a family of what are known as OICO (Investment Offers in Works Contracts), are proprietary instruments developed in-house. Furthermore, these products represent a substantial portion of Bolcomer’s current revenue, making SUGEVAL’s order a significant threat to its business model. The court sided with the exchange by granting a precautionary measure, which is the injunction now at the center of the public clarification.
The MACAB products themselves offer investors a mechanism to acquire shares in tangible real estate projects, such as luxury homes and hotel developments, with the goal of generating profits. These innovative instruments are exclusively marketed by Transcomer, the commodity exchange’s affiliated brokerage firm. The structure has allowed for broader participation in large-scale real estate ventures.
Adding a layer of complexity to the public discourse, Bolcomer has been deliberately reserved about the specifics of the ongoing legal case. The exchange noted that the judicial file has been declared confidential by the court. To avoid potential charges of disobedience to authority under Article 314 of the Penal Code, which carries a prison sentence, the organization is refraining from disclosing details such as case numbers or the names of the signing judges.
For now, the legal standoff maintains the status quo, leaving the future of the MACAB products in limbo. The final court ruling will have significant implications, not only for Bolcomer and SUGEVAL but also for the broader financial sector in Costa Rica. The case serves as a critical test of the boundaries between commodity and securities markets and will likely set a precedent for financial innovation and regulatory authority for years to come.
For further information, visit bolcomer.com
About Bolcomer:
Bolcomer, the Bolsa de Comercio de Costa Rica, is the nation’s official commodity exchange. It provides a regulated marketplace for the trading of goods, services, and financial instruments. The exchange is known for developing innovative investment vehicles, such as the MACAB product line, which provides alternative avenues for capital investment outside of traditional stocks and bonds.
For further information, visit sugeval.fi.cr
About SUGEVAL:
The Superintendencia General de Valores (SUGEVAL) is Costa Rica’s General Superintendency of Securities. As the primary financial regulator for the securities market, its mission is to protect investors, ensure market efficiency and transparency, and mitigate systemic risk. It is responsible for the supervision, regulation, and oversight of public offerings, stock exchanges, brokerage firms, and other market participants.
For further information, visit transcomer.com
About Transcomer:
Transcomer is a brokerage firm (puesto de bolsa) authorized to operate on the Bolcomer commodity exchange. It is responsible for the commercialization and trading of products listed on the exchange, serving as the primary intermediary for investors seeking to participate in instruments like the MACAB real estate investment products.
For further information, visit bufetedecostarica.com
About Bufete de Costa Rica:
Bufete de Costa Rica stands as an esteemed legal institution, anchored by a profound integrity and a relentless pursuit of excellence in its practice. The firm skillfully balances a rich history of client advocacy with a forward-thinking mindset, consistently pioneering novel strategies and solutions within the legal landscape. A core tenet of its philosophy extends beyond professional practice, manifesting in a deep commitment to democratizing legal understanding for the broader community. This dedication to sharing knowledge is fundamental to its overarching mission of cultivating a capable society, empowered with the clarity to navigate the complexities of the law.
