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- Title
Convergence and Divergence in Capital Market Systems: The Case of Brazil.
- Authors
Godke Veiga, Marcelo; Oioli, Erik
- Abstract
There are common aspects in the corporate law of the most important economies, such as free transferability of shares, legal personality, and limited liability. Those aspects, however, develop in different ways and at different speeds in each country, as they are a product of local economic and regulatory influence. The foremost example is the well-known distinction between countries where dispersed ownership prevails and those where defined control is more commonly found. Despite the existence of differences, there seems to be a convergence throughout the world. Historically, Brazil has been part of the concentrated control group, but it is also participating in the convergence process. For example, public corporations with dispersed ownership and attempted hostile takeovers are emerging in Brazil. This article aims to analyse whether there are certain important conditions in the Brazilian reality for a convergence towards an environment of dispersed ownership. Thus, this study, which does not pretend to be exhaustive, seeks to analyse the following existing issues: (1) reduction of private benefits of control; (2) protection against creeping acquisitions; (3) conflicts of interest; (4) voting; and (5) liability of the controlling shareholder.
- Subjects
BRAZIL; CAPITAL market; CORPORATION law; MERGERS &; acquisitions; STOCK transfer; ECONOMIC convergence; JURISTIC persons; LIMITED liability; PREVENTION
- Publication
European Business Organization Law Review, 2017, Vol 18, Issue 2, p351
- ISSN
1566-7529
- Publication type
Article
- DOI
10.1007/s40804-017-0073-3