Impactos da Lei Anticorrupção em operações de M&A

Resumo

In the past few years the world watched the increasing concern regarding corruption acts., not only those performed in the domestic scenario, but also in an international context. In order to comply with this growing importance of fighting these illegal practices, several countries, all around the globe, decided to create their own anticorruption rules. The precursor of these new rules was the Foreign Corrupt Practices Act, from the United States, which main goal was to prevent and punish corrupt practices involving foreign governments and officials. Brazil, also following this move, created its own system to promote compliance and anticorruption practices by means of Law No. 12,846, of 2013. The approval of this law occurred in a context of popular claims against the impunity perceived on several recent corruption scandals. The result was a law that, nevertheless represent an important step in the country, presents several flaws and gaps which may compromise its applicability. As important as the bare existence of the legislation is the establishment of cooperation mechanisms between the Public Authority and the private actor, so they can achieve the goal proposed by the Law together. However, in order for this cooperation to happen it is necessary that these mechanisms are efficient and the incentives are adequate. Mergers and Acquisitions operations usually have contractual mechanisms capable of performing risk allocation between the parties. For that allocation to happen efficiently is it necessary that the law makes available the proper legal instruments for risk treatment in all the stages of these corporate operations. The absence of these mechanisms may discourage this kind of operation, generating important impacts in the economy The goal of this paper is to analyze how Brazil’s Anticorruption Law chose to deal with these risk allocation mechanisms and the impact of this choice in M&A operations, performing a comparison between the Brazilian and American models.

Ficha do documento

Tipo

Outro

Ano

2017

Instituição

Fundação Getulio Vargas

Fonte

Repositório da FGV

Idioma

Português

Acesso

Não informado

Identificador

oai:repositorio.fgv.br:10438/24107

Temas

Governança

Palavras-chave

Mergers and acquisitionsComplianceRisk allocationCooperation mechanismsCorrupçãoFusões e aquisiçõesAlocação de riscoMecanismos de cooperaçãoCorruptionDireitoCorrupção - Legislação