A apropriação do prêmio de controle acionário / Appropriation of control premiums

AUTOR(ES)
DATA DE PUBLICAÇÃO

2005

RESUMO

The main purpose of this dissertation is to analyze the issue concerning the appropriation of premiums paid in connection with sales of controlling blocs of shares. Beginning with a brief review of the basic concepts of control and control premium, as necessary for an adequate understanding of the issue, we describe the current status of the debate, including applicable provisions of Brazilian law and comparative law and the literature. Stating that proper regulation of sales of controlling blocs depends on an investigation of the reasons that may lead a prospective purchaser to consider acquiring a controlling bloc, we conclude that the sharing of control premiums with non-controlling shareholders and the equal opportunity rule are justifiable in countries where private benefits of control are high, such as Brazil, where they constitute a mechanism for protection of non-controlling share holders. Suggesting that self-regulation under the form of premium listing segments is an adequate means of reducing the level of private benefits of control in such jurisdictions, we conclude that it is possible to improve the traditional legal discipline of sales of controlling blocs by exempting companies listed on premium segments of the sharing requirement and of the equal opportunity rule

ASSUNTO(S)

bolsa de valores segmentos de listagem control premiums sales of controlling blocs of shares prêmio de controle, regra do tratamento igualitário listing standards controle corporate control poder de controle listing tratamento eqüitativo self-regulation listagem alienação de controle auto-regulação sociedade por ações control equal opportunity rule direito comercial tratamento igualitário

ACESSO AO ARTIGO

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