Análise do porquê empresas brasileiras utilizam ações PN

Abstract

The main objective of this research was to investigate the justifications of publicly traded Brazilian companies for not adopting the “one share, one vote” principle. The population is made up of companies listed on [B]³ that use PN shares and the material analyzed was the Governance Code Report and the content recorded in interviews. The sample consists of 426 company-years and the period analyzed was from 2018 to 2020. 306 justifications from the Report were collected and analyzed through manual coding and through the MAXQDA and IRAMUTEQ software. In a second moment, seven semi-structured interviews were carried out with representatives of the IR area and the material obtained from them was analyzed using MAXQDA. Thus, the use of quantitative and qualitative methods was combined. The analysis of the justifications in the Report showed that most companies justify themselves based on rules and regulations that allow the issuance of PN shares (53%) and only 8% mention reasons for not adopting the practice. However, most justifications are in line with the recommendations of the CBGC (2016), highlighting information describing the corporate structure (88%) and shareholder rights (53%). However, by analyzing the IRAMUTEQ it was not possible to clearly identify the main reasons for not adopting the principle. From the performance and analysis of semi-structured interviews, it is concluded that the reasons mentioned in the literature are part of the reasons that lead companies not to adopt the principle "one share, one vote", highlighting the justifications for maintaining control of the Company, favoring a long-term vision, protecting against hostile takeovers and using the issuance of preferred shares as a form of financing, being the most mentioned reasons. The interviews confirmed the reasons already provided in the literature and brought new discoveries when observing that companies still use PN shares due to the difficulty and cost involved in adopting the practice and because there are investors interested in PN shares, in addition to the dual class structure favoring the maintenance of the company's strategic plan. Furthermore, all companies stated that they had no intention of adopting the practice and believed that it was necessary to maintain preferred shares, as they are attractive to a certain public of investors who are more concerned with financial return than with voting rights. The research contributes to the regulatory body by bringing more information about the quality of compliance with a regulatory obligation, presents to the market and investors reasons that lead companies to adopt PN shares and brings new findings to the literature.