Proteção aos investidores em xeque: estudos de casos do novo mercado

• Ano de defesa: 2011
• Autor(a) principal: Donaggio, Angela Rita Franco
• Orientador(a): Prado, Viviane Muller
• Tipo de documento: Dissertação
• Tipo de acesso: Acesso aberto
• Idioma: por
• Palavras-chave em Português: Corporate governance; Proteção aos investidores; Novo mercado; Governança corporativa
• Palavras-chave em Inglês: Investors' protection
• Link de acesso: http://hdl.handle.net/10438/8533

This dissertation investigates the effectiveness of the corporate governance practices contained in the Regulations of the Novo Mercado (RNM), a premium listing segment introduced by BM&FBOVESPA in 2000 in order to segregate companies who committed themselves with higher corporate governance standards. In theory, RNM would assure effective protection to investors of companies listed in this segment. However, some cases taking place throughout the 2000’s decade involving companies belonging to Novo Mercado (NM) casted doubt on the effective respect of their shareholders’ rights. Among these cases, two stand out: Cosan in 2007 and Tenda in 2008. Specifically, this research provides an in-depth and qualitative analysis of both cases in order to assess whether RNM and the institutions responsible for their enforcement have successfully protected investors. Methodologically, we employ the 'corporate crisis' and 'institutional autopsy' approach developed by MILHAUPT and PISTOR (2008). W e observe that NM is a product of a legal transplant and that the adoption of rules by the NM was not enough to assure effective protection to investors. We also conclude, as the main result, that the corporate transactions carried out by the controlling shareholders of Cosan and Tenda counteracted the RNM (and the corporate governance principles that have guided its creation) as well as could have transgressed items of the Brazilian regulation. As a result, we observe the lack of adequate supervision by BM7FBOVESPA on the compliance with the rules, as well as CVM’s insufficient attitude when potential infractions to Brazilian regulations took place. On the other hand, such transplant has been at least indirectly responsible for the improvement of the Brazilian legal framework with the subsequent incorporation of new instruments of investors’ protection. This research can be used as a basis for reforms in both the regulation and self-regulation aimed at increasing the firms’ surveillance and the enforcement of the current rules. These reforms could increase the credibility of the securities markets which could, in turn, stimulate the development of the Brazilian capital markets. This is a fundamental debate, since the credibility of the stock market’s premium listing segment depends on the effective investor’s protection, the real reason behind the creation of the Novo Mercado.