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Laws versus Contracts: Shareholder Protections and Ownership Concentration in Brazil, 1890–1950

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  • Musacchio, Aldo

Abstract

This article examines some of the institutional conditions that facilitated the development of equity markets in Brazil. A critical factor was the addition to corporate bylaws of protections for investors, which enabled relatively large corporations in Brazil to attract investors in large numbers. By availing themselves of this strategy, the firms generated a relatively low concentration of ownership before 1910. Archival evidence, such as company statutes and shareholder lists, reveals that the addition of voting rights to their bylaws, particularly maximum-vote provisions and graduated voting scales (which stipulated that less-than-proportional votes increase in parallel with shareholdings), allowed many Brazilian corporations to balance the relative voting power of their small and large investors. In companies that made such arrangements, the concentration of ownership and control was sharply lower than in the average company. Judging by the Brazilian companies examined for this article, it also appears that the concentration of control was significantly lower before 1910 than it is today.

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  • Musacchio, Aldo, 2008. "Laws versus Contracts: Shareholder Protections and Ownership Concentration in Brazil, 1890–1950," Business History Review, Cambridge University Press, vol. 82(3), pages 445-473, October.
    • Handle: RePEc:cup:buhirw:v:82:y:2008:i:3:p:445-473_3
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    Cited by:

    1. Yu Guanghua, 2019. "Open Access Order and Interconnected Institutions in Brazil: A Challenge," The Law and Development Review, De Gruyter, vol. 12(1), pages 1-40, January.
    2. Foreman-Peck, James & Hannah, Leslie, 2011. "Extreme Divorce: the Managerial Revolution in UK Companies before 1914," Cardiff Economics Working Papers E2011/21, Cardiff University, Cardiff Business School, Economics Section.
    3. Burkart, Mike & Miglietta, Salvatore & Ostergaard, Charlotte, 2017. "Why Do Boards Exist? Governance Design in the Absence of Corporate Law," CEPR Discussion Papers 12147, C.E.P.R. Discussion Papers.
    4. Sallai, Dorottya & Schnyder, Gerhard, 2020. "What is “authoritarian” about authoritarian capitalism? The dual erosion of the private-public divide in state-dominated business systems," LSE Research Online Documents on Economics 102943, London School of Economics and Political Science, LSE Library.
    5. Graeme G. Acheson & Gareth Campbell & John D. Turner & Nadia Vanteeva, 2015. "Corporate ownership and control in Victorian Britain," Economic History Review, Economic History Society, vol. 68(3), pages 911-936, August.
    6. Acheson, Graeme G. & Campbell, Gareth & Turner, John D., 2016. "Common law and the origin of shareholder protection," eabh Papers 16-03, The European Association for Banking and Financial History (EABH).

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