STATE OWNED ENTERPRISES: 05 YEARS OF THE NEW CORPORATE GOVERNANCE RULES

Autores

DOI:

https://doi.org/10.12662/2447-6641oj.v21i38.p1-17.2023

Palavras-chave:

company, state-owned enterprises, corporate governance, directors and officers, legal requirements and impediments

Resumo

ABSTRACT

Objective: This article intends to address the new Brazilian regulatory environment created by the SOEs Law (Law No. 13,303, of June 30, 2016) which created new corporate governance rules in state-owned enterprises for the election of directors, officers and fiscal council members, with the purpose of protecting the public companies, the mixed joint-stock corporation and its subsidiaries ("state-owned") against any possible (and unfortunately common) political-partisan interference in the appointment of the members of these top-level management positions in the SOEs. The article will also present cases of progress, setbacks, and the future of this new Brazilian legal norm.

Methodology: Review of the bibliography and analysis of judicial and administrative precedents involving the application of new corporate governance rules for state-owned enterprises.

Results: It is possible to conclude that the new corporate governance rules were created by Law No. 13,303, of June 30, 2016 with the purpose of protecting the state-owned enterprises (SOEs) against any possible (and unfortunately common) political-partisan interference in the appointment of the members of the top-level management positions in the SOEs.

Contributions:  From the results found, it is possible to verify: (a) One of the most relevant aspects of the Law No. 13,303, of June 30, 2016 was the creation of academic background, professional experience and professionalization for the top-level management of state-owned enterprises, as usual in the private sector. (b) that the Brazilian Securities and Exchange Commission (CVM) determined the application of the new corporate governance rules for state-owned enterprises; (c) the Judiciary, especially the Federal Supreme Court (STF), can make a relevant contribution if it decides to apply these new rules  of governance corporate in order to mitigate  political-partisan interference in the appointment of the members of these top-level management positions in the state-owned enterprises (SOEs).

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Biografia do Autor

Ricardo Lupion Garcia, Pontifícia Universidade Católica do Rio Grande do Sul

Graduado em Direito em 1982. Mestrado em Direito em 2001. Doutorado em Direito em 2010. Pós-Doutorado em Direito na Universidade Clássica de Lisboa em 2013. Coordenador do Centro de Estudos da OAB/RS (03/2013). 

Publicado

2023-08-17

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