EXPLORING HOW BRAZILIAN CAPITALISM IS TIED: THE FORM AND THE CONTENT OF BNDESPAR'S CORPORATE GOVERNANCE STRATEGIES

摘要

This paper examines the corporate governance mechanisms used by BNDESPAR to perform equity investments in public companies in Brazil. Law and Development literature is divided into three moments: the period of consensus over the role of the state as the leading promoter of economic development; the subsequent moment, in which private actors should assume the leading position in development projects, demanding from policy-makers a better environment for free market transactions; and the current moment, that includes coordinating public and private legal tools in development projects, and where the role of the law as an instrument for development is constantly questioned. Although corporate law literature is usually critical to securities regulation in Brazil, there were several legal reforms to improve the protection of minority investors over the years. The equity investments recently made by BNDESPAR show how such state-owned corporation is able to use legal tools typically used in market transactions to preserve State's discretionary power to interfere in the management of public companies in Brazil. The paper contributes to critical corporate law literature on Brazilian securities regulation, by suggesting that Brazilian regulation is more protective to minority shareholders. It also contributes to Law and Development studies. The mechanism for State intervention in the economy via minority shareholding is carefully described, having previous literature ignored such feature or examined it very superficially.