Convergence and Divergence in Capital Markets Systems : The Case of Brazil

There are common aspects found in the corporate law of the most important economies, such as the free transferability of shares, legal personality, and limited liability. Those aspects, however, develop in different ways and speeds in each country, as they are a product of local economic and regulatory influence. The foremost example is the well-known distinction between countries where dispersed ownership prevails and those where defined control is more commonly found. Despite the existence of differences, there seems to be a convergence throughout the world. Historically, Brazil has been part of concentrated control group, but it is also participating in the convergence process. As an example, public corporations with dispersed ownership, and attempted hostile takeovers are emerging in Brazil. This article proposes to analyze whether such conditions exist in the Brazilian reality. Thus, this study, which has no pretension to being exhaustive, will seek to analyze the following existing problems: (i) reduction of private benefits of control, (ii) protection against creeping acquisitions, (ii) conflicts of interest, (iv) voting and (v) liability the controlling shareholder