Abstract

http://ssrn.com/abstract=1152454
 
 

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Corporate Governance in Brazil


Bernard S. Black


Northwestern University - School of Law; Northwestern University - Kellogg School of Management; European Corporate Governance Institute (ECGI)

Antonio Gledson De Carvalho


Fundacao Getulio Vargas School of Business at Sao Paulo

Érica Gorga


Getulio Vargas Foundation Law School at Sao Paulo (DIREITO GV)

December 1, 2009

nearly final version, published in Emerging Markets Review, Vol. 12, 2010
ECGI - Finance Working Paper Series
U of Texas Law, Law and Econ Research Paper
McCombs Research Paper Series

Abstract:     
We examine the corporate governance practices of Brazilian public companies. We identify areas where their governance is relatively strong and weak. Many firms have small boards, comprised entirely or almost entirely of insiders or representatives of the controlling family or group. Even some very large firms have no independent directors. Formal board processes are limited. Audit committees are uncommon, but many firms use a substitute body – the fiscal board – which does not require that the firm have independent directors to staff the audit committee. Financial disclosure is mixed. Some firms voluntarily provide English language disclosure, but many do not provide cash flow statements or consolidated quarterly financial statements. Brazilian corporate law often provides limited protection to minority shareholders, but the Brazilian stock exchange, Bovespa, provides optional governance rules which go beyond the legal minimums. These optional rules have become increasingly popular with Brazilian firms.

For a more detailed study, see Black, de Carvalho and Gorga, The Corporate Governance of Privately Controlled Brazilian Firms, Revista Brasileira de Finanças vol. 7 (2009), at http://ssrn.com/abstract=1003059 (Portuguese version at http://ssrn.com/abstract=1528183

Number of Pages in PDF File: 25

Keywords: Brazil, corporate governance, boards of directors, minority shareholders

JEL Classification: G15, G38, K22

Accepted Paper Series


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Date posted: June 4, 2009 ; Last revised: August 7, 2013

Suggested Citation

Black, Bernard S. and De Carvalho, Antonio Gledson and Gorga, Érica, Corporate Governance in Brazil (December 1, 2009). nearly final version, published in Emerging Markets Review, Vol. 12, 2010; ECGI - Finance Working Paper Series; U of Texas Law, Law and Econ Research Paper ; McCombs Research Paper Series . Available at SSRN: http://ssrn.com/abstract=1152454

Contact Information

Bernard S. Black (Contact Author)
Northwestern University - School of Law ( email )
375 E. Chicago Ave
Unit 1505
Chicago, IL 60611
United States
512-503-2784 (Phone)

Northwestern University - Kellogg School of Management
2001 Sheridan Road
Evanston, IL 60208
United States
847-491-5049 (Phone)
European Corporate Governance Institute (ECGI)
Brussels
Belgium
Antonio Gledson De Carvalho
Fundacao Getulio Vargas School of Business at Sao Paulo ( email )
R. Itapeva, 474 - 7o. andar
Sao Paulo 01313-902
Brazil
+5511 3281-7767 (Phone)
Érica Gorga
Getulio Vargas Foundation Law School at Sao Paulo (DIREITO GV) ( email )
R. Rocha, 233, Bela Vista
São Paulo, 01330-000
Brazil

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