STATE OWNED ENTERPRISES: 05 YEARS OF THE NEW CORPORATE GOVERNANCE RULES

Abstract

Objective: This article intends to address the new Brazilian regulatory environment created by the SOEs Law (Law No. 13,303, of June 30, 2016) which created new corporate governance rules in state-owned enterprises for the election of directors, officers and fiscal council members, with the purpose of protecting the public companies, the mixed joint-stock corporation and its subsidiaries ("state-owned") against any possible (and unfortunately common) political-partisan interference in the appointment of the members of these top-level management positions in the SOEs. The article will also present cases of progress, setbacks, and the future of this new Brazilian legal norm. Methodology: Review of the bibliography and analysis of judicial and administrative precedents involving the application of new corporate governance rules for state-owned enterprises. Results: It is possible to conclude that the new corporate governance rules were created by Law No. 13,303, of June 30, 2016 with the purpose of protecting the state-owned enterprises (SOEs) against any possible (and unfortunately common) political-partisan interference in the appointment of the members of the top-level management positions in the SOEs. Contributions: From the results found, it is possible to verify: (a) One of the most relevant aspects of the Law No. 13,303, of June 30, 2016 was the creation of academic background, professional experience and professionalization for the top-level management of state-owned enterprises, as usual in the private sector. (b) that the Brazilian Securities and Exchange Commission (CVM) determined the application of the new corporate governance rules for state-owned enterprises; (c) the Judiciary, especially the Federal Supreme Court (STF), can make a relevant contribution if it decides to apply these new rules of governance corporate in order to mitigate political-partisan interference in the appointment of the members of these top-level management positions in the state-owned enterprises (SOEs).