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Corporate Governance Trends & Legal Reforms in Latin America

Explore recent corporate governance developments in Latin America, focusing on Brazil's Novo Mercado commitment to good governance, legal reforms in the Corporations Law, and key changes in shareholder rights and board structures as per the CVM Law.

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Corporate Governance Trends & Legal Reforms in Latin America

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  1. 3rd Latin American Corporate Governance Roundtable Recent Corporate Governance Developments Maria Helena Santana São Paulo Stock Exchange - BOVESPA April 2002

  2. Novo Mercado Commitment with good corporate governance • Private sector initiative, based on and enforced through a contract with BOVESPA • Adhesion is voluntary and market driven • Companies committed to the highest standards of corporate governance • Set of rules over and above the Corporations Law reflecting market demands and requirements

  3. Legal ReformCorporations Law & CVM Law • Preferred shares: the new Law assures genuine privilege for preferred shares (although not tag along or voting rights) • Tag Along rights: the purchaser of a controlling interest must make a tender offer to all the shareholders with voting shares (ONs) at 80% of the price paid for the controlling shares • Delistings: tender offer at ‘fair’ value: either book value, market value of the net worth, discounted cash flow, market comparables, stock price on the market or other criteria acceptable to CVM • General shareholder meetings: minimum of 15 days notice, with the possibility of CVM interference to postpone the meeting

  4. Legal Reform Corporations Law & CVM Law • Board of Directors: Non-controlling shareholders representing at least 15% of the voting shares and preferred shareholders representing 10% of the total capital are allowed to elect board members (to be fully phased in by 2006) • Arbitration: bylaws may provide for resolution of disputes through arbitration • Criminal offenses: manipulation and insider trading • Strengthening of the CVM: operational and budgetary independence to CVM, five-year terms for the Commissioners

  5. Novo Mercado Commitment with good corporate governance • Only voting shares: one share, one vote • Full tag along rights • Delisting: public tender offer at economic value • Board of Directors: unified 1 year terms and a minimum of 5 members • Mandatory use of arbitration for shareholder/company disputes • 25% minimum free float

  6. Only Voting Shares • Rights to Investors • More Disclosure • Rights to Investors • More Disclosure • More Disclosure

  7. IGC x IbovespaCompared Performance

  8. Trading valueParticipation of the corporate governance segments 15 17 19 20 # of companies

  9. Market CapitalizationParticipation of the corporate governance segments 15 17 19 20 # of companies

  10. Novo MercadoBOVESPA’s Perception • The standard is set: • the only model for new listings that is being accepted by the market (domestic and international investors, underwriters) is the Novo Mercado • only very specific IPO cases will come to the Level 2 • Level 1 and Level 2 are real market requirements for the already listed companies • Minimum listing standard for the BOVESPA main board (2002): Level 1

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