Estrutura de governança corporativa e operações de fusão por incorporação no Terceiro Setor: estudo de caso em organizações religiosas

Abstract

Governance is based on fundamental principles such as transparency, equity, accountability, corporate responsibility, and sustainability. These principles apply to various types of organizations, including those in the third sector, such as religious organizations. Over time, organizations may undergo reorganization processes to adapt to contemporary needs. One concept used in this context is the merger by incorporation, in which one or more institutions are absorbed by another, known as the incorporating organization, which assumes all rights and obligations of the incorporated organizations. Therefore, this research proposed to answer the following research question: how can the corporate governance structure of third-sector organizations favor merger processes in religious organizations? To answer the research problem, the general objective was defined as: to analyze how the corporate governance structure of third-sector organizations can facilitate merger processes in religious organizations. The subject of this study, the religious organizations analyzed, are affiliated with the Catholic Church, classified as Institutes of Consecrated Life, governed by statutes, their Constitutions, the Code of Canon Law, Civil Law, and, where applicable, Decree No. 7.107 of February 11, 2010. The research adopted a qualitative, exploratory, and descriptive approach, using the case study as the methodological strategy. Data collection involved semi-structured interviews, document analysis, and, whenever possible, participant observation. Data analysis followed content analysis methodology and triangulation of the collected data. The results indicated that the governance structure of religious organizations can facilitate merger processes by promoting greater transparency and member participation in institutional activities. Governance establishes decision-making mechanisms within a participatory dynamic, contributing to the alignment of stakeholder interests and increasing operational efficiency. These factors can facilitate the integration between organizations, reducing the risks of conflict and strengthening trust among the parties involved. Thus, the merger can proceed in an orderly manner, respecting both the civil and canonical norms required and expected in the context of religious organizations. This study is relevant as it contributes to advancing knowledge about religious organizations and improving governance and management practices within these institutions in the contemporary context.