Combinação de negócios: divulgação no mercado de capitais brasileiro

Abstract

The objetive of this work was to analyze which motivating factors could positively be associated with the level of disclosure of business combination in Brazilian public companies that trade in São Paulo city stock exchange (B3). To fulfill such aim, it was developed a Business Combination index – INDCOMBADAPT, based on Nakayama & Salotti (2014) and Shalev (2009) researches. Instead of developing a disclosure index based on a checklist model, described by the technical pronouncement CPC 15 - Business Combinations as mandatory, in this research, some itens (subcategories) that could be repetitive were removed. Therefore, it was considered only information about one relevante criterion, that is, if missing, could cause problems to understand the procedure On the basis of previous researches, we selected factors that could positively impact the level of disclosure of business combination. We analyzed: companies´ size, listing segment in B3, subjection to regulatory agencies, free float shares, internationalization, audit firms, bond issuance, performance and indebtedness. We investigated the annual financial statements of 2015, from Brazilian companies that trade in São Paulo city stock exchange (B3), which described information concerning business combinations in these statements. We identified 28 acquirer companies involved in 53 procedures characterized as combinations, according to IFRS 03 (CPC-15 R1). In the studied period, the business combination disclosure index was 0,4082 (maximum 0,8095, and minimum 0,0479), indicating low disclosure level. Positive correlations concerning the combination index for the variable Indebteness were found. Moreover, after the regression analyzis the only conformed hyphotesis was that there is a positive relationship among financial statements audited by big audit firms and the level of disclosure of business combination. This confirms the works of Taplin, Zhao, & Brown (2014), Nakayama (2012) and Murcia (2009).