Fundos de pensão, mercados de capitais e Corporate Governance: lições para os mercados ermegentes

Nos seus vinte anos de existência, o sistema brasileiro de previdência complementar acumulou ativos de mais de 70 bilhões de reais. Existe um crescente debate sobre o papel que os fundos de pensão podem desempenhar na economia brasileira. Alimenta-se uma esperança de que eles possam contribuir em três áreas fundamentais: (a) financiamento do desenvolvimento, (b) expansão dos mercados de capitais e (c) democratização do capital (desconcentração da estrutura de propriedade corporativa). Este trabalho procura extrair da experiência dos países industrializados algumas perspectivas que possam contribuir para o debate em torno do crescimento e atuação de fundos de pensão nos mercados emergentes.

Sharing competences in strategic alliances: a case study of the Cosan and Shell biofuel venture

In a competitive world, the way a firm establishes its organizational arrangements may determine the enhancement of its core competences and the possibility of reaching new markets. Firms that find their skills to be applicable in just one type of market encounter constraints in expanding their markets, and through alliances may find a competitive form of value capture. Hybrid forms of organization appear primarily as an alternative to capturing value and managing joint assets when the market and hierarchy modes do not present any yields for the firm's competitiveness. As a result, this form may present other challenging issues, such as the allocation of rights and principal-agent problems. The biofuel market has presented a strong pattern of changes over the last 10 years. New intra-firm arrangements have appeared as a path to participate or survive among global competition. Given the need for capital to achieve better results, there has been a consistent movement of mergers and acquisitions in the Biofuel sector, especially since the 2008 financial crisis. In 2011 there were five major groups in Brazil with a grinding capacity of more than 15 million tons per year: Raízen (joint venture formed by Cosan and Shell), Louis Dreyfus, Tereos Petrobras, ETH, and Bunge. Major oil companies have implemented the strategy of diversification as a hedge against the rising cost of oil. Using the alliance of Cosan and Shell in the Brazilian biofuel market as a case study, this paper analyses the governance mode and challenging issues raised by strategic alliances when firms aim to reach new markets through the sharing of core competences with local firms. The article is based on documentary research and interviews with Cosan's Investor Relations staff, and examines the main questions involving hybrid forms through the lens of the Transaction Cost Economics (TCE), Agency Theory, Resource Based View (RBV), and dynamic capabilities theoretical approaches. One focal point is knowledge "appropriability" and the specific assets originated by the joint venture. Once the alliance is formed, it is expected that competences will be shared and new capabilities will expand the limits of the firm. In the case studied, Cosan and Shell shared a number of strategic assets related to their competences. Raízen was formed with economizing incentives, as well to continue marshalling internal resources to enhance the company's presence in the world energy sector. Therefore, some challenges might be related to the control and monitoring agents' behavior, considering the two-part organism formed by distinctive organizational culture, tacit knowledge, and long-term incentives. The case study analyzed illustrates the hybrid arrangement as a middle form for organizing the transaction: neither in the market nor in the hierarchy mode, but rather a more flexible commitment agreement with a strategic central authority. The corporate governance devices are also a challenge, since the alignment between the parent companies in the joint ventures is far more complex. These characteristics have led to an organism with bilateral dependence, offering favorable conditions for developing dynamic capabilities. However, these conditions might rely on the partners' long-term interest in the joint venture.

A study of governance practices in corporate foundations

Implementation of social investments through corporate foundations is growing and, therefore, it is important to study their governance aspects better. Governance is conceptualized as a set of control and incentive mechanisms to overcome the so-called agency conflicts, which originate from the separation of property and management in for-profit organizations, a concept also applied to nonprofit institutions. It is argued that corporate foundations have the characteristics both of companies and of civil society organizations, which distinguishes them from both types of organizations. This paper analyses a study in which a set of governance mechanisms, adapted from those identified by a literature review of corporate and nonprofit governance, was selected for study. It is an exploratory descriptive case study, which analyzed data about eight organizations collected through publications and interviews with their CEOs. The data analysis indicates that it is appropriate to distinguish the different organization types and to apply the agency theory. Research results indicate that the selected governance mechanisms may be adapted and used in corporate foundations. However, they are only partially applied in the observed cases, which suggests the need for further studies that might consolidate these practices in such organizations.

Understanding the hierarchy governance choice of some wineries in Brazil - case study of 3 Brazilian wineries

ABSTRACT This study aims to contribute towards understanding the multiple factors, which influence firm's governance decisions. To identify some of these factors, three cases in the Brazilian wine industry were analyzed: Miolo located in Vale dos Vinhedos (South of Brazil) and in Vale do Rio São Francisco (Northeast of Brazil); Don Laurindo located in Vale dos Vinhedos; and ViniBrasil located in Vale do Rio São Francisco. For the most part, all three firms procure the grapes they use for their wine production in-house. Only Miolo purchases an insignificant amount of grapes outside of its production. By Brazilian standards, these regions have a long tradition of grape production and it is not difficult to purchase sufficient quantity of grapes to produce wine. However, the wineries are concerned also about the quality of the grapes they use and purchasing high-quality grapes might be critical issue. On the other hand, the quality of grapes is easily measured and the cost to buy in the market is cheaper than producing in-house. Furthermore, also the level of asset specificity present in the grape-grower-wine-producer transaction seems, by itself, insufficient to justify the use of hierarchical governance forms. Then, the aim of the article is to analyze the reasons why these wineries largely rely on hierarchy governance forms to procure their grape-inputs. What explains their use of hierarchy governance, given that both asset specificity and measurement problems appear to be relatively low?

International transfer pricing restrictions: impact on corporate financial policy

Transfer pricing is a pervasive issue that presents significant tax savings potential concerning international enterprises. The authors discuss company incentives to manage transfer prices in an article appearing in the preceding issue of this journal. In response to these incentives, governments have increasingly enacted and enforced domestic restrictions on transfer prices. In this article, contemporary norms restricting transfer pricing are analyzed. The OEGO and US pricing standards are assessed and Brazil's recent application of these standards is considered. Transfer pricing methods are described and evidence of their use is presented. We conclude by describing an intercompany transfer pricing policy intended to facilitate internaI financiaI management and minimize externaI tax threats.

Observations on the Brazilian presidency, democracy, and governance

This article presents the first results of research on the organization and administration of the Brazilian presidency and problems of democratic governance in Brazil. Biases of Euro-centrism in current views of presidentialism, democracy, governance, and representation are criticized and new comparative analysis of political experiences in the Americas called for. Initial analysis of the Brazilian presidency reveals a unique combination of executive-led electoral representation and muddling through governance since the transition from military rule.

Institutional Development for Good Governance: the role of intermediary NGOs in Pará state, Amazonia

The paper analyses the roles of intermediary NGOs for linkages between government and rural communities in carrying out socio-environmental development programs as a mean of institutional development for good governance. In particular, the paper focuses on the Proambiente program that was carried out in Pará State, Amazonia, Brazil. This program was the first experience of a socio-environmental development program in Brazilian Amazonia that took into account local communities' demands to link environmental conservation and small-scale family-based rural production. Methodologically, the research was based on qualitative analysis and used semi-structured interviews for data collection. The paper shows that NGOs as intermediaries between government and rural communities is a significant mechanism to promote the strengthening of the power of local communities, to create bridges between federal government and local communities; and to stimulate participatory processes by engaging rural communities' culture and knowledge in socio-environmental development program as Proambiente.

The corporate bias and the molding of prescription practices: the case of hypertension

Drug management of hypertension has been a noticeable example of the influence of the pharmaceutical industry on prescription practices. The worldwide leading brands of blood pressure-lowering agents are angiotensin receptor-blocking agents, although they are considered to be simply substitutes of angiotensin-converting enzyme (ACE) inhibitors. Commercial strategies have been based on the results of clinical trials sponsored by drug companies. Most of them presented distortions in their planning, presentation or interpretation that favored the drugs from the sponsor, i.e., corporate bias. Atenolol, an ineffective blood pressure agent in elderly individuals, was the comparator drug in several trials. In a re-analysis of the INSIGHT trial, deaths appeared to have been counted twice. The LIFE trial appears in the title of more than 120 reproductions of the main and flawed trial, as a massive strategy of scientific marketing. Most guidelines have incorporated the corporate bias from the original studies, and the evidence from better designed studies, such as the ALLHAT trial, have been largely ignored. In trials published recently corporate influences have touched on ethical limits. In the ADVANCE trial, elderly patients with type 2 diabetes and cardiovascular disease or risk factors, allocated to placebo, were not allowed to use diuretic and full doses of an ACE inhibitor, despite the sound evidence of benefit demonstrated in previous trials. As a consequence, they had a 14% higher mortality rate than the participants allocated to the active treatment arm. This reality should be modified immediately, and a greater independence of the academy from the pharmaceutical industry is necessary.