Análise econômica do non-compliance de divulgação de remuneração de executivos no Brasil : uma análise a partir da Instrução CVM nº 480/2009

Abstract

The main topic of this dissertation is the economic analysis of the compulsory disclosure of information on maximum, minimum and average compensation of executives after the publication of CVM (the Brazilian securities and exchange commission) Instruction nº. 480. Notwithstanding the obligation to disclose such information, the Brazilian Institute of Finance Executives (IBEF/RJ), representing companies and executives affiliated to it, filed a lawsuit seeking to waive the application of subitem 13.11 of annex 24 of CVM Instruction nº. 480. The main legal argument used by IBEF/RJ was that the mandatory disclosure of compensation information would violate executives' rights to intimacy, privacy, and data confidentiality, as well as increase safety risks to executives and their families. Protected by the injunction granted to IBEF/RJ, forty-eight publicly traded companies ceased their disclosure of executive compensation information. While some companies used the granted injunction to exempt themselves from the disclosure of executive compensation information, many other companies began to disclose such information in compliance with CVM Instruction nº. 480, already in its first year of validity. Through two cases PDG REALTY S.A and BR MALLS PARTICIPAÇES S.A or present work has as objective to identify the possible reasons of companies for compliance or non-compliance with the rule of subitem 13.11 of CVM Instruction nº. 480. The answer to the research problem will be found by using the multiple case study methodology. In finding the answer to the research problem, the employed methodology also drew attention to the decision-making process of the companies for non-compliance with the rule of evidence. Finally, it is possible to conclude that which should serve to align executives' interests with those elected by shareholders as priorities has, in fact, been used as a form of expropriation of minority shareholders by maximizing the wealth of executives themselves.