法律与合同:巴西的股东保护与所有权集中,1890–1950

Laws versus Contracts: Shareholder Protections and Ownership Concentration in Brazil, 1890–1950

Business History Review · 2008
被引 3
ABS 4

中文导读

研究了巴西股权市场发展的制度条件,发现公司通过在公司章程中加入投资者保护条款(如投票权安排)降低了所有权集中度,尤其在1910年前效果显著。

Abstract

This article examines some of the institutional conditions that facilitated the development of equity markets in Brazil. A critical factor was the addition to corporate bylaws of protections for investors, which enabled relatively large corporations in Brazil to attract investors in large numbers. By availing themselves of this strategy, the firms generated a relatively low concentration of ownership before 1910. Archival evidence, such as company statutes and shareholder lists, reveals that the addition of voting rights to their bylaws, particularly maximum-vote provisions and graduated voting scales (which stipulated that less-than-proportional votes increase in parallel with shareholdings), allowed many Brazilian corporations to balance the relative voting power of their small and large investors. In companies that made such arrangements, the concentration of ownership and control was sharply lower than in the average company. Judging by the Brazilian companies examined for this article, it also appears that the concentration of control was significantly lower before 1910 than it is today.

公司治理股权市场投资者保护巴西经济史