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Corporate governance in Brazil

  • Black, Bernard S.
  • de Carvalho, Antonio Gledson
  • Gorga, Érica

We examine the corporate governance practices of Brazilian public companies. We identify areas where their governance is relatively strong and weak. Many firms have small boards, comprised entirely or almost entirely of insiders or representatives of the controlling family or group. Even some very large firms have no independent directors. Formal board processes are limited. Audit committees are uncommon, but many firms use a substitute body--the fiscal board--which does not require that the firm have independent directors to staff the audit committee. Financial disclosure is mixed. Some firms voluntarily provide English language disclosure, but many do not provide cash flow statements or consolidated quarterly financial statements. Brazilian corporate law often provides limited protection to minority shareholders, but the Brazilian stock exchange, Bovespa, provides optional governance rules which go beyond the legal minimums. These optional rules have become increasingly popular with Brazilian firms.

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Article provided by Elsevier in its journal Emerging Markets Review.

Volume (Year): 11 (2010)
Issue (Month): 1 (March)
Pages: 21-38

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Handle: RePEc:eee:ememar:v:11:y:2010:i:1:p:21-38
Contact details of provider: Web page: http://www.elsevier.com/locate/inca/620356

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  1. Patel, Sandeep A. & Balic, Amra & Bwakira, Liliane, 2002. "Measuring transparency and disclosure at firm-level in emerging markets," Emerging Markets Review, Elsevier, vol. 3(4), pages 325-337, December.
  2. Black, Bernard S. & Love, Inessa & Rachinsky, Andrei, 2006. "Corporate governance indices and firms' market values: Time series evidence from Russia," Emerging Markets Review, Elsevier, vol. 7(4), pages 361-379, December.
  3. Yermack, David, 1996. "Higher market valuation of companies with a small board of directors," Journal of Financial Economics, Elsevier, vol. 40(2), pages 185-211, February.
  4. Bennedsen, Morten & Nielsen, Kasper Meisner & Nielsen, Thomas Vester, 2008. "Private Contracting and Corporate Governance: Evidence from the Provision of Tag-Along Rights in an Emerging Market," CEI Working Paper Series 2008-2, Center for Economic Institutions, Institute of Economic Research, Hitotsubashi University.
  5. Alexander Dyck & Luigi Zingales, 2004. "Private Benefits of Control: An International Comparison," Journal of Finance, American Finance Association, vol. 59(2), pages 537-600, 04.
  6. Sílvia Mourthé Valadares & Ricardo Pereira Câmara Leal, 2000. "Ownership And Control Structure Of Brazilian Companies," Abante, Escuela de Administracion. Pontificia Universidad Católica de Chile., vol. 3(1), pages 29-56.
  7. Alberto Chong & Florencio López-de-Silanes, 2007. "Investor Protection and Corporate Governance : Firm-Level Evidence Across Latin America," World Bank Publications, The World Bank, number 6769.
  8. Liu, Shinhua, 2007. "International cross-listing and stock pricing efficiency: An empirical study," Emerging Markets Review, Elsevier, vol. 8(4), pages 251-263, December.
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