Brazil's Experiment with Corporate Governance

The adoption of special listing segments by the São Paulo Stock Exchange in the year 2000 was an important step forward for the Brazilian equity market. Bovespa's introduction of the Novo Mercado and its Special Corporate Governance Levels 1 and 2 provided concrete, standardized certification of corporate commitments to higher governance standards that could be readily observed and verified by all market participants. What evidence do we have that this experiment in corporate governance has been a success? One indication is the performance of the Brazilian stock market itself, along with its ability to attract foreign investors. From 2002 to mid‐2008, the market capitalization of Bovespa companies increased by over 700%, while average daily volume grew almost tenfold. And as of June 2008, international investors represented 37% of total value, up from 26% in 2002. What's more, the growth in the three differentiated governance segments has been even more remarkable. Starting with 15 companies in 2001, the special governance segments had a total of 161 listings by early 2009. And by the end of 2008, the companies listed in the three differentiated segments accounted for more than 60% of Bovespa's total market capitalization and 73% of all trades. Perhaps even more telling, over 70% of the Brazilian IPOs issued between 2001 and 2008 were placed in the special governance segments. In this article, the authors summarize the findings of their study of the reaction of stock prices to the announcement by 31 Brazilian companies of their intent to list on one of the special governance exchanges. Their analysis showed that the companies choosing to list in these segments experienced an increase in both the value and the liquidity of their shares. In light of this evidence, such corporate decisions can be seen as functioning as publicly verifiable signals of commitment to greater transparency and investor protection. And the fact that the listing requirements of the special segments are stricter than those of Brazilian securities legislation means that stock exchanges—and the companies that choose to list on them— effectively have the option to initiate or lead investor protection reforms, as opposed to just complying with them. Thus, in countries where governance legislation is weak and the progress of reform is slow, stock markets can play a key role in helping companies differentiate themselves through exchange‐defined governance codes.