Legal design como potencializador da governança corporativa

Abstract

The current market demands that companies have increasingly high levels of governance and social responsibility. In the Brazilian scenario, the information asymmetry observed between majority and minority shareholders is an obstacle to the exercise of the minority shareholders' rights and can undermine the company's social interest. In this sense, this study aims to analyze, based on the principles of corporate governance, how the construction of clearer and more visual documents, through the Legal Design technique, can mitigate this information asymmetry in the relationship between shareholders, as well as enhancing transparency in decision-making. To this end, an exploratory bibliographic review of the concepts of corporate governance, governance principles, agency theory and Legal Design will be carried out. This work was divided into three main sections: an understanding of the evolution of corporate governance, its objectives, its principles and an analysis of the agency conflict between majority and minority shareholders; an understanding of the concept of Legal Design and an analysis of its application in the legal field; and finally, as an example, how these Legal Design resources and good practices could be used in a corporate document. The hypothesis presented is that Legal Design is a tool for achieving the principles of corporate governance, especially transparency and fairness between shareholders. As a result, the parties will have a better understanding of their rights and duties within the company, which will enhance informed decision-making and the exercise of their rights.