Mecanismos externos de governança corporativa na Petrobras: um estudo sobre o sistema legal, a mídia e o ativismo dos stakeholders

Abstract

This study aims to evaluate the possible impacts on Petrobras' shares with the changes in the legal system proposed in Bill nº 2.896/2022. The methodological design was based on a case study, with a mixed approach and exploratory character, with document research as a data collection technique, with regression’ analyse and descriptive’ analyse used to treat quantitative data and content analysis used to treat qualitative data. This research meets the need for a greater approach to the external mechanisms employed in corporate control, proving to be relevant in the sense of contributing to the understanding of the legal system, the media and the activism of stakeholders related to state-owned companies. The results were that the devaluation of Petrobras' PETR4 preferred share occurred as a result of the processing of the aforementioned bill, impacting Petrobras shareholders with a loss in the order of R$ 2.25 billion. It was also found that the media and stakeholders acted together to present criticisms of the bill with regard to the increase in funds for advertising and sponsorship, the urgent processing and the shortening of the deadline for people linked to politics to assume management positions or on the boards of directors of state-owned companies. However, they have not yet exerted the necessary pressure for the bill to be modified or rejected. Considering the increase in the limit for advertising and sponsorship expenses, it was understood that the change in the State-Owned Companies Law may affect the effectiveness of the media as a mechanism of corporate control. It is suggested that the Executive Branch, as the majority shareholder of mixed-capital companies, should move away from any possibility of interference in the decisions of the boards of directors of these state-owned companies and veto bills that aim to pave the way for this to happen, under penalty of favoring the occurrence of clientelism, patrimonialism and corruption, in addition to affecting social sustainability in the sense of harming the interests of the stakeholders, whether due to financial issues or negative externalities.