Em defesa dos não-controladores: governança corporativa e disclosure na criação de valor em combinações de negócios

Abstract

This research explores the relationship between improving the quality and disclosure of accounting information and the adoption of corporate governance measures with the creation of value in business combinations in the Brazilian market. The quality improvement and disclosure of accounting information is analyzed by the adoption of CPC 15 (R1) - Business Combination (CPC), while corporate governance is evaluated by the adoption of protection measures for non-controlling shareholders arising from the adoption of Tag Along clauses in 100% of the shares (TAG), a board of directors composed of at least 20% of independent and or external members (CIE), and the use of a fiscal council (COF). Besides, I also analyzed the effect of being listed in the Novo Mercado (NM) segment. I expect these measures to mitigate information asymmetry and agency problems, which are unfavorable to outsider or non-controlling investors compared to insiders or controlling investors. For that, we perform an event study analysis estimating the Cumulative Abnormal Returns (CAR) in a short-term window, as well as the analysis of the Market-To-Book (MTB) index in a longer-term window (one year), seeking to examine the creation of value in operations. We estimate the relationship between CAR and MTB with the corporate governance measures via linear regressions including firm and year fixed effects. First, the results show a paradigm shift from the previous literature, from value destruction to value creation in business combinations. Besides, the short-term analysis shows larger firms create less value and, when interacted with firm’s size, the adoption of CPC 15 is associated with more value creation, and this effect is smaller for larger firms. In the long-term analysis, we found CIE is related to value creation in business combinations, but its effect is also smaller for larger firms. Finally, I found no statistical significant effect for the other corporate governance variables. The research discusses the evolution aspects of the Brazilian market with respect to its efficiency and its similarities with more mature markets, such as the American one. The results demonstrate that the information on business combination was timely incorporated into the share prices, indicating that the home market is in the semi-strong efficiency spectrum, signaling that the changes in the quality and disclosure of accounting information, added to the current changes in corporate governance, putting the Brazilian market on a path of convergence with developed markets.