A utiliza����o da incorpora����o de a����es como meio para promover o fechamento de capital sem a realiza����o de OPA

Este trabalho tem como objetivo analisar a opera����o de incorpora����o de a����es, prevista no artigo 252 da Lei n�� 6.404/76 (Lei das Sociedades por A����es) e sua utiliza����o como meio para promover o fechamento de capital. A incorpora����o de a����es �� opera����o societ��ria mediante a qual a totalidade de a����es de determinada companhia �� incorporada ao patrim��nio de outra companhia, obrigatoriamente constitu��da de acordo com as leis brasileiras. Eventualmente, a opera����o de incorpora����o de a����es pode levar ao fechamento de capital da companhia ���alvo���. Diante desta poss��vel consequ��ncia, controladores e minorit��rios t��m discutido acerca da legitimidade do fechamento de capital mediante a incorpora����o de a����es, e da necessidade de realiza����o de oferta p��blica para aquisi����o de a����es como condi����o �� opera����o. S��o analisadas as diferentes posi����es doutrin��rias e principais precedentes julgados pela Comiss��o de Valores Mobili��rios sobre essa quest��o, a fim de concluir acerca da legitimidade da opera����o e da necessidade ou n��o de realiza����o de oferta p��blica para aquisi����o de a����es como condi����o para promover o fechamento de capital.

Ownership, control and corporate valuation of Brazilian companies

We study the direct and indirect ownership structure of Brazilian corporations and their market value and risk by the end of 1996 and 1998. Ownership is quite concentrated with most companies being controlled by a single direct shareholder. We find evidence that indirect control structures may be used to concentrate control even more rather than to keep control of the company with a smaller share of total capital. The greater the concentration of voting rights then less the value of the fmn should be due to potential expropriation ofrninority shareholders. We fmd evidence that when there is a majority shareholder and when indirect ownership structures are used without the loss of control, corporate valuations are greater when control is dilluted through the indirect ownership structure. This evidence is consistent with the existence of private benefits of control that can be translated as potential minority shareholder expropriation.

Multiple large shareholders in corporate governance

Large shareholders of firms with majority bIocks are often at the heIm of their companies and do not necessarily have the same interests as minority shareholders. We show that bargaining problems Ied by the presence of muItipIe controlling shareholders protect minority shareholders. The same bargaining problems, however, prevent efficient decisions. By solving this trade-off we find that i) muItipIe controlling shareholders should be present in firms with Iarge costs of diIuting minority shareholders and in firms with Iarge financing requirements, ii) an optimal ownership structure requires the presence of a dass of shareholders - the minority shareholders - with no control over corporate decisions. Evidence on the ownership structure of dose corporations in the V.S. is consistent with our model.

Avenues to success : electoral strategies and ambition in the Brazilian chamber of deputies

In the second consecutive election for the Brazilian Chamber ofDeputies, the majority of incumbents (75% in 1998 and again 75% in 2002) decided to run for reelection and at least 70% ofthem in both elections were successful, suggesting thus it would be incorrect to ignore static ambition as the main target of Brazilian legislators. It also raises doubts about the assertion that incumbents use their posts to pursue their post-Iegislative careers. However, this number also suggests that not alIlegislators seek reelection, indicating that it is also incorrect to assume alI of them are driven by similar motivations. In their attempts at career survival, incumbents may also run for higher offices (Senator, Governor, Vicegovernor). A minority still, may run for state leveI offices (regressive ambition).Given that static and progressive ambition are the two main types of career choice in Brazil, we focus on the factors that influence the career decision and electoral success of those who choose to run for reelection and those who choose to run for higher-level offices, i.e. senator and governor. We use data recently colIected from the 2002 elections.

Determinants of differential pricing of equity classes in the Brazilian equity market

We examine the differential pricing of equity classes between voting and non-voting shares in Brazilian listed companies with particular emphasis on privatized companies, and we discuss the role of majority control, liquidity, and governance issues that may influence these differentials over time. We include a brief discussion on the Brazilian corporate law system, its impact on controlling and minority shareholders, and the characteristics of the Brazilian privatization process, before proceeding to the econometric analysis. We find empirical evidence to support that liquidity is a major component for determining this differential pricing over time. Other variables, such as the ratio of non-voting equity to total equity, type of majority control, and changes in regulation signal the high level of agency costs between majority controllers and minority shareholders in explaining the differential pricing of equity classes.

Qualifica����o de mulheres de baixa renda: uma pol��tica feminista?: reflex��es a partir do Pronatec Brasil Sem Mis��ria

Este trabalho trata dos desafios de implementa����o em n��vel local do Programa Nacional de Acesso ao Ensino T��cnico e Emprego ��� Brasil Sem Mis��ria (Pronatec-BSM) a partir de uma perspectiva de g��nero. A disserta����o buscou problematizar o acesso de mulheres de baixa renda em cursos de qualifica����o profissional. A qualifica����o profissional tem sido alvo de pol��ticas p��blicas desde a cria����o das primeiras escolas t��cnicas pelo presidente Get��lio Vargas, na d��cada de 1940, at�� os dias de hoje. O Pronatec ��� vigente desde 2011 ��� configura-se atualmente como a pol��tica mais recente nesse campo de atua����o. De abrang��ncia nacional e coordenado pelo Minist��rio da Educa����o, o Programa, que prev�� parcerias com outros minist��rios e com outros n��veis da federa����o para que seja executado, oferece diversas modalidades de oferta de cursos, dentre essas modalidades, a Bolsa Forma����o Trabalhador, a qual prioriza o ingresso do p��blico benefici��rio dos programas sociais do governo federal. Compreendendo a relev��ncia do Pronatec no percurso das pol��ticas de qualifica����o profissional no Brasil, esta disserta����o o toma como objeto de an��lise buscando problematizar os desafios enfrentados em sua implementa����o e a rela����o desses desafios com a perspectiva de g��nero. Como estudos de caso foram analisadas as experi��ncias de implementa����o em dois munic��pios da regi��o metropolitana de S��o Paulo: Suzano e Osasco. As fontes anal��ticas para o estudo constituiram-se: a) falas de gestores e gestoras nacionais, b) conte��do dos materiais produzidos pelo governo federal para regular e orientar a execu����o do Programa nos munic��pios; e, finalmente, c) discursos das pessoas envolvidas na implementa����o local ��� de servidores(as) municipais, de funcion��rio(as)s das escolas e das pr��prias benefici��rias. A pesquisa identificou (1) a necessidade da constru����o de converg��ncias entre as institui����es para que o Programa1 se efetive e, (2) a relev��ncia das imagens de g��nero que permeiam as a����es de implementadores(as) de todos os n��veis e que influenciam, por sua vez, o acesso de mulheres de baixa renda aos cursos de qualifica����o profissional em que sua presen��a �� minorit��ria.

A natureza das pr��ticas de governan��a corporativa no Brasil

Este estudo tra��a a evolu����o das pr��ticas de governan��a corporativa das empresas brasileiras entre os anos de 2010 e 2014 e investiga elementos operacionais e mercadol��gicos que precedem as decis��es das empresas em adotarem melhores ou piores pr��ticas. Para isso, foram levantados dados de fontes prim��rias que deram origem ao ��ndice de Qualidade de Governan��a Corporativa (IQGC), composto por quatro sub elementos: Estrutura do Conselho de Administra����o; Procedimentos do Conselho de Administra����o; Direito dos Acionistas Minorit��rios e; Transpar��ncia. Os resultados evidenciam uma constante evolu����o nas pr��ticas de governan��a corporativa das empresas ao longo do tempo. H�� evid��ncias de que as companhias reconhecem os benef��cios de adotarem boas pr��ticas, uma vez que se observa uma evolu����o de maior amplitude entre as empresas dos segmentos Novo Mercado, N��vel 2 e Bovespa Mais. Neste per��odo a maior evolu����o acontece nas pr��ticas relativas a Estrutura e Procedimentos do Conselho. Entre os elementos operacionais e mercadol��gicos, destaca-se que empresas mais lucrativas procuram adotar melhores pr��ticas de governan��a e melhores pr��ticas relacionadas a Transpar��ncia nas suas informa����es. Empresas listadas nos segmentos N��vel 1 e Tradicional, onde h�� maior tangibilidade de suas opera����es, apresentam melhores pr��ticas relacionadas a Estrutura e Procedimentos do Conselho. Um maior risco das a����es leva estas empresas a adotarem melhores pr��ticas relacionadas aos Direitos dos Acionistas Minorit��rios.

Cabinet composition and assessment of a multiparty presidential system

This doctoral dissertation provides a detailed analysis of the Brazilian cabinet according to the concepts of a multiparty presidential system. Appointing politicians as ministers is one of the most important coalition-building tools and has been widely used by minority presidents. This dissertation will therefore analyze the high-level Brazilian national bureaucracy between 1995 and 2014. It argues that the ministries ��� or departments ��� are not equal, and that allied parties therefore take into account the different characteristics of a ministry when demanding positions as a patronage strategy or for use as other kinds of political assets. After reviewing the literature on the theme, followed by a comparative analysis of the Brazilian, Chilean, Mexican, and Guatemalan cabinets, all the Brazilian ministries will be weighed and ranked on a scale that is able to measure their political importance and attractiveness. This rank takes into account variables such as the budgetary power, the ability to spend money according the ministers��� will, the ability to hire new employees, the ministries��� influence over other governmental agents such as companies, agencies, and so on, the ministers��� tenure in office. Finally, a proxy is provided that seeks to identify the normative power a department may hold. All of these characteristics will then be taken into account in considering the representatives��� opinion, thus helping to ascertain whether the cabinet appointment has been coalescent among the several parties that belong to the president���s coalition.

A rela����o hist��rica entre democracia e liberalismo. Um di��logo cr��tico com Norberto Bobbio.

This work seeks to examine the historical relationships established between liberalism and democracy, questioning the apparent inseparability between the two ideologies. Methodologically construct a hypothetical dialogue with the Italian thinker Norberto Bobbio, one of the most important systematizers of liberal democracy, defending a theoretical and conceptual complementarity between the two ideologies. Following the Bobbio theoretical propose, it presents the political contributions of classical liberalism that the Italian thinker identify as logical and axiological antecedent of the modern democracy, naturalizing and universalizing the principles and ideals of classical liberalism. Going counter, it problematizes the political contributions of classical liberalism, emphasizing the tension between liberal theory and its practice, between the declared political principles and their translation into concrete historical reality, reserving rights and freedoms to property minority and severe restrictions to the majority. The critical analysis of classical liberalism allows questioning the privilege position that Bobbio reserves to the liberalism in the democracy history, to restore the important contribution of illiberal politics currents in the civil, political and social rights history, advocating the democracy with its social character, inclusive and participatory

Emprego de redes neurais artificiais supervisionadas e n��o supervisionadas no estudo de par��metros reol��gicos de excipientes farmac��uticos s��lidos

In this paper artificial neural network (ANN) based on supervised and unsupervised algorithms were investigated for use in the study of rheological parameters of solid pharmaceutical excipients, in order to develop computational tools for manufacturing solid dosage forms. Among four supervised neural networks investigated, the best learning performance was achieved by a feedfoward multilayer perceptron whose architectures was composed by eight neurons in the input layer, sixteen neurons in the hidden layer and one neuron in the output layer. Learning and predictive performance relative to repose angle was poor while to Carr index and Hausner ratio (CI and HR, respectively) showed very good fitting capacity and learning, therefore HR and CI were considered suitable descriptors for the next stage of development of supervised ANNs. Clustering capacity was evaluated for five unsupervised strategies. Network based on purely unsupervised competitive strategies, classic "Winner-Take-All", "Frequency-Sensitive Competitive Learning" and "Rival-Penalize Competitive Learning" (WTA, FSCL and RPCL, respectively) were able to perform clustering from database, however this classification was very poor, showing severe classification errors by grouping data with conflicting properties into the same cluster or even the same neuron. On the other hand it could not be established what was the criteria adopted by the neural network for those clustering. Self-Organizing Maps (SOM) and Neural Gas (NG) networks showed better clustering capacity. Both have recognized the two major groupings of data corresponding to lactose (LAC) and cellulose (CEL). However, SOM showed some errors in classify data from minority excipients, magnesium stearate (EMG) , talc (TLC) and attapulgite (ATP). NG network in turn performed a very consistent classification of data and solve the misclassification of SOM, being the most appropriate network for classifying data of the study. The use of NG network in pharmaceutical technology was still unpublished. NG therefore has great potential for use in the development of software for use in automated classification systems of pharmaceutical powders and as a new tool for mining and clustering data in drug development

A quest��o do petr��leo em terras ind��genas: uma an��lise constitucional �� luz do desenvolvimento sustent��vel

Recognizing the need to preserve a national ethnic minority, the Constitution, inspired by the pluralistic values of the Constitutional Law State, stipulated a series of rights and guarantees for the conservation of indigenous cultural singularity, disciplining in article 231 the Indians right to maintain their social organization, customs, languages, beliefs and traditions, as well as safeguarding the rights to the lands they traditionally occupy, and the exclusive use of the wealth existing in them, premise of ensuring their physical and cultural continuity, breaking decisively with the paradigm the assimilation of the Indian national civilization. However, despite the Indian policy of ethnic and cultural preservation, the Constitution allowed the exploitation of minerals in aboriginal territory, incorporated herein hydrocarbons, provided they meet certain predetermined requirements, leaving it to the legislature the discipline of ordinary matter. However, this law has not yet been published, with some projects in the National Congress, leaving thus precluding the indigenous subsurface oil exploration until the enactment of enabling legislation. Meanwhile, this paper carries out an integrated analysis of the constitutional protection of ethnic and cultural uniqueness of indigenous peoples, Convention N�� 169 of the International Labour Organization and the bill presented by Deputy Eduardo Valverde, in an attempt to consolidate sustainable development practices in the sector, through developing a system of social and environmental responsible oil exploration, aligning with national energy needs to maintain a balanced environment and preservation of socio-cultural organization of a minority so weakened and beaten over five centuries of domination

A forma����o de professores surdos de Libras: a centralidade de ambientes bil��ngues em sua forma����o

The study object of this thesis intertwines the history of deaf education in the last 30 years in three schools for the deaf in the cities of Campina Grande, Gado Bravo and Aroeiras, Paraiba, the life stories of six deaf teachers of brasilian sign language (Libras) that have formed and works in these educational institutions for the deaf and our own journey, as a teacher and researcher. The study was conducted on the theoretical-methodological principles of (auto)biographical research in education and socio-historical studies on the social formation of the human. The corpus used for analysis was consisted of six narrative interviews conducted in sign language and transcribed into portuguese, documents and personal files and institutional. The analysis allowed us to define three hinge moments of this story: the creation of the first school for the deaf, within the framework of oralism (1980 - 1991), the passage into the Total Communication (1991 - 1995) and, finally, the introduction of Bilingualism (1995 to today). The analyzes show that the trajectories of teacher formation of the research participants reflect the history of the three schools which have costituted bilingual social spaces of paramount importance to the subjects and the deaf community as a group of linguistic and cultural minority. The evolution of this trajectory has allowed to demarcate between the two generations of research participants. The generation of heirs of oralism, which had delayed access to the Libras and lived an education referenced in oralism, whose reminiscences of childhood and adolescence are strongly marked by suffering for the lack of communication, which hinders their social and professional career until today. And the generation of the sons of bilingualism, the youngest in age, who had childhood access to Libras and education within the framework of bilingualism, whose reminiscences are not marked by suffering and have a positive vision of the future. With respect to your teacher formation, three figures stand out as a teacher. The teacher's improvised, closer to the first generation of teachers who were called to teach without proper training. The figure of the teacher craftsman, which corresponds to the image that most of them have of yourself now, understanding that their knowledge are based on the exchange between peers. And finally the figure of the real teacher, which stands on the horizon of expectations as future graduates in Letters |Libras. The narratives allowed to realize that the evolution between these figures is based on the contributions of the other: hearing teachers of EDAC and the Federal University of Campina Grande and deaf teachers of the two generations who learn from each other. The analyzes and reflections allowed to defend the thesis of the centrality of bilingual environments for the establishment of the deaf person as a citizen with full rights, based on the voice of the deaf, muted by the history of education, conducted by listeners

PROEJA FIC/Fundamental no IFRN-Campus Mossor��: das inten����es declaradas ao funcionamento de um curso em espa��o prisional

This research aims to analyze the FIC Course of Assistant Technician in Service Management and Quality, integrated to elementary education / EJA form developed by IFRN MO Campus between 2011 and 2013 in the form of a PROEJA FIC / AT ELEMENTARY SCHOOL LEVEL. We seek to understand the adhesion between the national guidelines postulated for the Program, established in PPC and mediations with the process conceived in the run of the course. Guiding by the socio-critical approach and the dialogical paradigm, the theoretical-epistemological mark is especially buoyed by the theoretical contributions of Ciavatta (2005) , Rock (2011) , Haddad and Di Pierro (2000), Freire (2005), Marx (1982), Ramos (2005), Frigotto; Ciavatta; Ramos (2005), Moura (2012), and also on education in prisons by Onofre (2007, 2011), Bueno (2007), Juli��o (2011) and Foucault (2001). We assume that an action that enables professional qualification as FIC courses articulated to the EJA in the context of education in prisons have conceptual, methodological, political and pedagogical implications for it focuses challenges, weaknesses and opportunities on the same area of education., We have developed four techniques of data collection based on procedures and tools of qualitative research, such as document analysis, a student survey, the conduction of focus groups with teachers and administrators of the course and on-site observation. Mediated by the investigated context, results showed that the consolidation of PROEJA FIC / AT ELEMENTARY SCHOOL LEVEL goes beyond the intentions officially declared. It is inferred that after seven years of its creation, even though it keeps some potential, this program is not being satisfactorily developed and it shows weaknesses national and locally, it is set at low capillarity, it has a limited scope, and dissolved essential public commitments to the course development. The effectiveness of PROEJA FIC / AT ELEMENTARY SCHOOL LEVEL as part of an emancipatory inclusion social policy, according to official statement, entails approximating the legal logic with social logic, so as not only to propagate discourses and enforce worship to specific and successful experiences that reach only a minority, but to provide actual and necessary conditions to promote the breadth and social quality of the offered deals in this program format

Qualidade de vida de pessoas com ��lceras venosas atendidos no ambulat��rio de um hospital universit��rio

Descriptive study aimed to analyze the quality of life (QOL) of patients with venous ulcers (UV) outpatient clinic of a university hospital in Natal / RN. The aim of the study population was composed of 50 patients with UV treated at the cardiology clinic of a university teaching hospital at the tertiary level. The study was approved by the Ethics Committee of the Federal University of Rio Grande do Norte (Protocol 279/09). Data collection was performed over a period of two months by the very a masters degree and an academic nursing through the application of a form concerning the socio-demographic, clinical, and health care, and the instruments WHOQOL and WHOQOL - old. The data were analyzed with SPSS 15.0, using descriptive and inferential statistics presented in the form of tables, charts and graphs. Of the surveyed, female predominance, age range 59 years, Catholic, low education, married, with up to 03 children, not working, retired, or with occupations requiring long periods in one position, wage income of up to 02 minimum wages, inadequate sleep, patients with chronic venous insufficiency and other chronic diseases such as diabetes and hypertension, were taking medications for treatment, being a minority to IVC. In patients with predominant only one injury, time of injury up to five years, inadequate rest, pain, edema and lesions colonized. The assistance the UV patients began treatment of the injury until four months after the onset of the ulcer, and services primary health care most wanted, access to angiologist by reference form, commuted by public transportation, received support regarding the treatment of injuries. The topical product most used in the lesion was healing, and few were using compression therapy. respondents suffer discrimination in society, showed changes in quality of life after the occurrence of ulcer in relation to leisure, pain, restriction of social / school / transportation; barring employment / financial / social ladder; Physical appearance / discrimination and restriction of domestic activity. These changes were related to the time of injury and found that the more chronic injury is the most negative changes occur in their QV (ρ = 0.000). Analyzing the characteristics of QV measured by the WHOQOL-bref, we found for the two general questions they are dissatisfied with their health (ρ = 0.023) and all areas have significant difference compared with the worst QV have the injury of more than 5 years (ρ = 0.000). The QV measured by the WHOQOL-old, we found that these patients had no changes from the time of injury. We conclude that the QV of patients with UV was considered unsatisfactory when compared to the time of injury on more than 5 years which shows that the quality of life worsens with time the chronic UV.

Controle da neoplasia maligna do colo de ��tero: a resolutividade na aten����o b��sica

A quantitative, descriptive, cross-sectional and retrospective study, using technical procedures of document consultation from secondary sources and health household survey with application form for face to face inter views, with the assent n��.039/2011 from the Ethics Committee of the Federal University of Rio Grande do Norte. The aim of this study was to analyze the cervix cancer control in the area47 of the Health Family Centre Nova Natal II. The cancer cervix is the second most common cancer among women worldwide. In Brazil screening for early detection and treatment of disease has been poorly done and follow-up to reduce mortality has not been executed. From a total of1170women belonging to area 47, who under went screening by the Pap test in the period from 2005 to 2010,was elected a sample of 38 women with positive cervical changes, over 18 years old. The calculation of frequency analysis of socio demographic and clinical and epidemiological selected variables with the results of cervical changes, using the X2 test and taking as significance level of p<0.05 was not statistically significant. The predominant age range was 25 to 64 years (68.9%), most no white women (60.5%), predominantly with primary education (57.9%), most married (68.4%) and housewives (68.4%) with early age of sexual activity (86.8%), the minority smokers (13.2%), with a sexual partner (36.8%). At the time of interview, 42.1% of the women voiced complaint of discharge, while only 2.6% reported bleeding. In relation to the occurrence of STDs (including HPV), 10.5% of women reported being a carrier. The use of oral contraceptives was 32.3% of women, from 2 to 4 years (44.4%). The result of the last screening test performed, showed prevalence of immature squamous metaplasia (55.3%), followed by intraepithelial low- grade lesion (including the cytopathologic HPV effect and cervical intra epithelial neoplasia grade I) (31.6%); intraepithelial high-grade lesion (including cervical intraepithelial neoplasia grade II and III) (7.9%), atypical squamous non neoplastic cells (5.3%). There was no squamous cell carcinoma and adenocarcinoma. Most women received information about the action that should be done after the last screening test result (55.3%), but how to perform follow, most women did not report having done so (55.3%). The follow-up group of women studied, with varying degrees of cervical abnormalities, should only be completed with the discharge by cure, established inconsecutive negative cytology, a goal that is not being achieved in the area 47 of the Health Family Centre of Nova Natal II