Effects of the regulation of the financial and capital market on corporative governance: an empirical study of the revision of Law 6.404/76

Abstract

The main objective of this paper is to discuss the effects of the new regulatory framework for corporate governance. Thus, it presents the main regulation of the financial and capital market that is used as an instrument of microeconomic policy in Brazil, aiming at the creation of the apparatus necessary to minimize interest conflicts that characterize these markets. This, in turn, gives these markets greater transparency and reliability, which induces investments and reduces the cost of financing the companies. This microeconomic policy will be evaluated by means of an analysis of the revision of Law 6.404/76, accomplished by the sanctioning of Law 10.303/01, which was designed to protect minority stockholders. A field research questionnaire was used to collect data, and the final evaluation of the questionnaire is based on the application of the correlation coefficient of Spearman (rs), which examines whether there is among the respondents a correlation of agreement between some applied questions justiand the blocks of questions. In general, the research demonstrates some standards of agreement in relation to the questions raised, although it is not possible to precisely assess to what extent the respondents just expressed themselves pragmatically or according to their own interests. In spite of this objection, the results show that major changes in the behavior of companies have not occurred after the introduction of that regulatory framework. They only indicate that the alterations considered during the discussion and drafting of the bill that gave origin to the Law 10.303/01 would have great repercussions on the market. Moreover, the protection of the minority stockholders did not advance enough to modify the power relations between the minority stockholders and the companies’ controllers, with the exception of the new paragraph 4 of article 141 of the Law 10.303/01, which was seen as s significant advance.

Key words: corporate governance, regulatory framework, microeconomic policies, Law 6.404/ 76, Law 10.303/01.