Adoção das ações de voto plural no Brasil

Abstract

This paper has the objective of addressing the dual class shares model, focusing primarily on the Brazilian debate concerning the subject and the ensuing adoption of this corporate institute in the country’s legal system. The creation of dual class shares has been banned throughout the country’s history, preserving the one vote, one share rule, to assure a proportional share structure, balancing financial investment and the political power exercised by means of voting rights. Due to the recent pressure applied by tech companies, specially, the debate was rekindled, taking great proportions. Many tech entrepreneurs expressed their preference for the dual class shares model considering their corporate strategies. These companies’ plans require a great deal of financing, therefore justifying IPO`s; though at the same time there is a need for the preservation of voting powers for the founders, considering their long-term vision for the companies, including an initial high growth strategy and the delay of dividend distribution. Consequently, dual class shares are instruments that facilitate the corporate strategy of the entrepreneurs, allowing them to maintain ownership regardless of the financial investment of outsiders. During this paper the study of the international experience with the dual class shares model will be useful to understand the scope of the debate regarding shares with superior voting rights and to visualize why did Brazil follow the international trend of innovative stock exchanges such as the stock exchange of Hong Kong and Singapore. Furthermore, it will be possible to deal with the introduction of the dual class shares system in Brazil considering the enactment of Lei Nº 14.195, a piece of legislation that had the purpose of modernizing the country’s markets. In these terms, the various rules and limitations imposed by the legislator to structure this new corporate instrument will be presently analyzed