Governança corporativa e criação de valor em aquisições

Abstract

The literature presents a number of reasons for conducting mergers and acquisitions, which would lead to gains generically called “synergy”. The efficient capital markets in the semi‐strong form would realize such gains, increasing corporate value. However, empirical studies indicate that, on average, shareholders of acquiring firms experience zero or negative abnormal returns when such transactions are announced, with high dispersion. One possible explanation for these results is the possibility that some transactions are carried out by agency problems in acquiring firms. In firms with dispersed ownership and control, executives can perform such transactions seeking benefits for themselves at the expense of shareholders. In the presence of private benefits of control and separation between voting and cash flow rights, such a problem can also be present in firms with defined control. Based on this framework, this paper aims to investigate the relationship between the quality of corporate governance and abnormal returns of acquirers in Brazil, a market characterized by the presence of controllers that often hold excess voting rights. It was found evidence of a positive relationship between the abnormal returns of acquirers and listing in Novo Mercado, the higher premium listing segment of BM&FBovespa, in which firms must follow the “one share ‐ one vote” rule.