Transações com partes relacionadas em companhias controladasuma análise empírica no mercado de capitais brasileiro

Resumo

This thesis examines whether and how ownership structures influence the use of related-party transactions in Brazilian publicly held companies. Although the literature suggests these transactions are meaningful means for extracting private benefits of control in controlled firms, empirical evidence confirming whether this pattern occurs in practice has been lacking. The study combines a theoretical reconstruction of the concept of control and the legal framework governing relatedparty transactions with a descriptive empirical analysis based on data disclosed in the Reference Forms of companies listed in the Novo Mercado segment of B3 over three fiscal years. Companies were classified into three groups (no controlling shareholder, minority control, and majority control) and analyzed with respect to the frequency and profile of the related-party transactions they reported. The results are consistent with the hypotheses that controlled companies undertake more related-party transactions than companies without a controlling shareholder (H1) and that firms under majority control exhibit higher intensity of such transactions than those under minority control (H2). The analysis also reveals differences in the profile of counterparties depending on the control structure: majoritycontrolled firms more often engage in direct transactions with the controlling shareholder, whereas minority-controlled firms predominantly transact with controlled subsidiaries. The thesis concludes that control structures seems to affect the use of relatedparty transactions and that the differences observed between majority control, minority control, and dispersed ownership can be interpreted in light of the greater or lesser contestability of control in each arrangement. Future analyses of related-party transactions in Brazil should therefore consider not only the presence or absence of a controlling shareholder but also the type of control exercised, and the degree of contestability associated with each structure.

Ficha do documento

Tipo

Dissertação

Ano

2025

Instituição

Fundação Getulio Vargas

Fonte

Repositório da FGV

Idioma

Português

Acesso

Acesso aberto

Identificador

oai:repositorio.fgv.br:10438/38109

Temas

Finanças PúblicasGovernança

Palavras-chave

Transações com partes relacionadasControle societárioCompanhias abertasGovernança corporativaEstrutura de propriedadeRelated-party transactionsCorporate controlPublicly held companiesCorporate governanceOwnership structureDireitoSociedades por ações - Legislação - BrasilMercado de capitais - Legislação