A dupla face da regulação do voto plural na sociedade anónima

Abstract

This dissertation deals with multiple voting rights shares – one of the most important debates of modern corporate governance concerns the role of shareholders in the balance of power of joint-stock companies and of publicly traded companies – and with the relative relevance of the “one share, one vote” principle in a context where modern corporate governance is changing profoundly and dramatically. Since 1986, with the enactment of the Companies’ Code, multiple voting rights shares were not allowed in Portugal for joint-stock companies. However, in the context of a recent global revision of the Securities’ Code (still subject to a final vote in Parliament), the possibility of issuing multiple voting rights shares – with up to five votes per share –in the case of listed companies (or companies on the process for listing) was approved, hence changing radically the traditional rule and therefore putting the Portuguese regime closer to countries such as the United States, United Kingdom, France, or Italy. An historical and critical analysis of the evolution of regulation in these systems is performed to put in perspective the option of each jurisdiction. On opposite sides of the fence, 4we have those that believe multiple voting rights create the wrong set of governance incentives, in particular on what concerns the extraction of private benefits of control, and contribute for the creation of legal structures and vehicles in which the market for control is highly inefficient, and those who believe this issue is above all a matter of economic and legal freedom (that geographic distance ends up solving in practical terms because of issues such as regulatory competition and the attraction of new investment by deeper and more liquid capital markets) and of response to important problems of corporate governance such as those caused by activist and opportunistic investors with short term strategies. Simultaneously, such solutions align the incentives for coherent majorities among shareholders, and stable boards of directors, focused on medium and long-term goals. We will reach the conclusion that this is a non-binary debate – there is room for a proper and articulated regulation of multiple voting rights shares, in a way that can prevent its abuses and promote multiple voting rights as a catalyst for several positive results without the symmetrical negative effects. However, the Portuguese regulator did not learn all lessons of history with the new regime.

Date of Award	6 Jul 2022
Original language	Portuguese
Awarding Institution	Universidade Católica Portuguesa
Supervisor	Pedro Canastra Azevedo Maia (Supervisor)