Golden Share em desestatização e participação minoritária da União: estudo de casos

Abstract

The objective of this study is to verify the performance of the Federal Public Administration, holder of golden shares, in the use of the prerogatives ensured by this class of shares. The study will focus on the special class shares issued as a result of privatization, that is, in the minority shareholdings of the Union in companies that are not part of the Public Administration. To carry out this verification, it is necessary to deepen studies on the genesis of the golden shares institute in the European Union, including the understanding of the Court of Justice of the European Union regarding the application of golden shares and their correlates, as well as possible alternatives to their use. The topic gains relevance regarding its use as a public policy instrument in Brazil and abroad, especially considering the current relevance of issues related to corporate governance and the balance of forces and interests between controllers and non-controllers. The analysis of this special class of shares in Brazil has a methodological cut restricted to the federal state-owned companies that were privatized and had the insertion of golden shares in their statutes and the way in which the Union exercised the prerogatives ensured to it. To enable the analysis, studies were deepened on the legal nature of the exercise of the prerogatives ensured by golden shares. With this, the aim was to outline how the formation and externalization of the state will to be exercised through voting and vetoing due to the ownership of the golden share occurs. Field studies were then carried out to analyze corporate documents of these privatized business companies to ascertain the powers conferred by golden shares, as well as the way in which the Union positioned itself in general meetings. Subsequently, the minority power and the limits for exercising the voting and veto rights ensured by golden shares were studied to outline important aspects for interpreting the repercussions of possible abuses in the exercise of the powers attributed to the public entity by these special class shares. Finally, the conclusion is reached by combining the points worked on each chapter and providing the results of the comparison of the biases of the institute and its currently application both in Brazil and in the European Union, and with the results of the field research carried out, synthesizing the research results.