Blockchain como ferramenta de governança corporativa em companhias abertas: vantagens, desafios e perspectivas à luz da legislação societária e da regulação da CVM

Abstract

Blockchain technology has become one of the main disruptive innovations of the 21st century. It is believed that it will represent to the idea of “value" what the internet represented to the idea of "information" at the turn of the millennium. Although still closely associated with cryptocurrencies, the technology has a much broader practical applicability. Using asymmetric cryptographic bases, hash functions and information decentralization, the technology is capable of serving as a distributed, secure and auditable database. With this, it is believed that the use of blockchains by publicly-held companies in Brazil will be able to improve their levels of corporate governance, optimizing processes for compliance with legal and regulatory obligations and reducing costs, in addition to serving as a way to democratize general meetings and attract investments . Thus, the present work has two main hypotheses: (i) the first, that even when the use of technology is not strictly necessary from a technical point of view, it can easily be replaced by a centralized database, for example, When it is strategically convenient; and (ii) the second, that the use of technology by publicly-held companies for certain proposed situations is already accepted by Law 6.404/76 and by CVM regulation To test these hypotheses, a proprietary methodology was developed through which the proposed uses, namely the registration and transfer of shares and the holding of general meetings, are tested in three different plans: (i) technical plan, which, starting from from the studies by Wust and Gervais, it is evaluated whether the use of blockchain technology is necessary or whether it could be performed by a centralized database; (ii) strategic plan, which, regardless of the technical need measured in the previous plan, aims to demonstrate that the proposed uses are strategically convenient for publicly-held companies, from a process optimization and market perspective; and (iii) normative plan, through which the legality of the suggested investments is evaluated, in view of the corporate legislation and the current CVM regulation. Other operational applications of the technology are also discussed and the risks of environmental impacts are addressed. The work concludes by suggesting that technology, although not necessary from a technical point of view in any of the proposed cases, will be strategically interesting in all of them. In addition, it is shown that the Brazilian legal system already supports the suggested uses, requiring minimal adjustments, especially to allow asynchronous digital meetings, a new form of corporate meetings proposed by this author.