O dever de transparência na divulgação de informações e a confidencialidade na arbitragem societária de companhias abertas: proposta de compatibilização

Abstract

This work assesses the dichotomy between the corporate law arbitration confidentiality in Brazil and the securities market transparency. Whereas in Brazil the arbitrations are confidential, even though not from the law itself, but from the arbitration courts regulations and the arbitration clauses on companies bylaws, the securities market requires transparency so that the investors are able to valuate the equities in which they invest. From the referred problem, the essay seeks to comprehend the best way to converge the interests among the public company, the investors and the market as a whole. To achieve this goal and to answer the following question “which is the most efficient way to disclose the information concerning corporate arbitration?”, the dissertation studies the economic theories that justifies the duty to disclose on securities market, as well as the historic development of this duty in the United States of America – country where the securities market is one of the most developed in the planet – and in Brazil. Then, it is studied the dictates of arbitration confidentiality and seek a convergence between confidentiality and the duty to disclose information, aspiring to find a solution which is efficient in Kaldor-Hicks terms. The last chapter of the essay before the conclusion, is an analysis of more than 40 public companies and more than 1.000 documents disclosed by those companies to the market between march 2022 and june 2024 (the time lapse between the Comissão de Valores Mobiliarios’ regulation that implies the disclosure of corporate arbitrations and the date of the research of the documents) so that it is possible to suggest on the appendix to this essay a standard form to disclose the information concerning the corporate arbitrations. The result found, therefore, is that the most efficient way of disclosing the information concerning the corporate arbitrations is through a standardization of the documents, facilitating both the elaboration of the document by the company and its analysis by the both the shareholders and the market as a whole.