Por que não migrar? Uma análise das empresas do segmento tradicional que já obedecem ao princípio uma ação um voto

Abstract

The purpose of this study was to understand the motivation behind the decision by certain companies not to migrate to the Novo Mercado listing segment. More specifically, companies that already obey the one share - one vote principle, once this was considered as one of the main rules for joining this segment. The study noted that in 2018, there were 18 companies in the traditional segment that had only voting shares, that is, that complied with the principle. These companies made up the research interest group, and to carry out the analysis, companies that are already on the Novo Mercado and have similar characteristics were selected, used as comparable in a control group. Two methods were used to select this companies, the Propensity Score Matching and a manual selection of companies. The characteristics analyzed to make the inferences were some other rules for the Novo Mercado listing, characteristics of the ownership structure, pyramidal structures and shareholder agreements, in addition to analyzing companies by the Corporate Governance Practices Index (IPGC). The study's findings indicate that other rules may be relevant in the decision to stay in the lower segment, in particular the need to offer 100% tag along and the minimum required of free float. It was also found that there is a negative relationship between the listing and the concentration of ownership and that pyramidal structures are more frequently used to take control in the lower segments. Furthermore, the IPGC analysis showed that even though having with only voting shares, the companies in the lower segments still have lower corporate governance standards in comparison to those in Novo Mercado. With this, we sought to contribute to the literature about the governance segments in Brazil, as well as to provide relevant information to market participants and regulators of [B]³