Shareholder activism under concentrated ownership: evidence from Brazil

This dissertation examines how shareholders exercise influence in Brazilian publicly held companies through formal mechanisms provided by corporate law and capital markets regulation. Starting from the premise that the literature on shareholder activism has been developed primarily around jurisdictions characterized by dispersed ownership, the study investigates how such influence becomes observable in the Brazilian case, in light of institutional features such as concentrated ownership, the State’s historical presence in the economy, and the legal framework governing listed companies. To do so, the research adopts an empirical strategy focused on an observable subset of the phenomenon: episodes in which shareholders mobilize legal or regulatory mechanisms and that mobilization is documented in materials related to annual general meetings. On that basis, the dissertation builds an original, hand-collected dataset from documents submitted to the Brazilian Securities and Exchange Commission (CVM) by Ibovespa constituent companies over two AGM cycles. The analysis covers mechanisms relating to the board of directors, the fiscal council, formal voting statements, and other documented forms of shareholder intervention, as well as patterns of recurrence, coordination, and contestation among investors. The findings indicate that, within the universe examined, corporate-law rights relating to representation, oversight, and shareholder participation operate not merely as formal guarantees, but as channels effectively used by investors to exercise influence. The results further show that both the incidence and the modalities of these interventions are shaped by structural features of Brazilian capitalism, including the continuing relevance of State presence and concentrated-control arrangements. The dissertation thus contributes by offering an original and replicable empirical mapping of formal shareholder interventions in Brazil, by advancing an institutional account of shareholder activism in concentrated-ownership settings, and by reinforcing, at the comparative level, the need for metrics that are sensitive to the institutional design of each jurisdiction.