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Corporate Governance of Company Groups in Latin America

image of Corporate Governance of Company Groups in Latin America

This report provides an overview of frameworks and experience in Latin America and internationally in dealing with the challenges associated with corporate governance of company groups. It describes their economic rationale, benefits and relevance in Latin America, and how they are defined, overseen and regulated. It also delves into some of the risks and more specific challenges involved in ensuring protection of minority shareholder rights and managing or minimising conflicts of interest within groups. It notes the rising importance of Latin American-based multinational company groups. Finally, it reviews existing international and regional guidance on corporate governance of company groups before assessing the more specific policy options and challenges in the region, and describing the conclusions reached by the Latin American Corporate Governance Roundtable and Task Force on Company Groups based on this report’s findings. Country-specific chapters provide more specific descriptions of the frameworks in place for corporate governance of company groups in Argentina, Brazil, Chile, Colombia, Mexico and Peru.

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Brazil

Sixty-four of the 66 Brazilian companies on the IBOVESPA index are part of a group, while the “vast majority” of all 360 Brazilian listed companies belong to such groups. Brazil has a special provision for de jure company groups that establishes contractual obligations between parent and subordinate companies and provides greater leeway for the parent company to direct subordinate companies. However, only two listed companies use this provision and the vast majority of groups are designated as de facto economic groups whose companies are associated based on significant voting or economic influence. The Brazilian securities commission (Comissão de Valores Mobiliários – CVM) oversees listed companies that are part of a group, including group-specific provisions related to disclosure of group and shareholding structures, and for related party transactions. CVM was also planning to enact new regulation in 2015 with group-specific provisions on disclosure of corporate reoganizations.

English

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