Consultoria de voto compra a briga por direitos dos acionistas

19/11/2014

Governança Corporativa/Internacional/Temas / 19 de novembro de 2014
Por 


A Glass Lewis já divulgou suas linhas de ação para 2015. A segunda maior consultoria de voto do mundo anunciou que será bastante rígida com companhias que atrapalhem a convocação de assembleias por acionistas, adotem a estrutura de classified board — em que o mandato dos conselheiros começa e termina em diferentes prazos, dificultando uma mudança total do órgão de administração — ou tomem qualquer medida que possa minar os direitos dos acionistas. O voto recomendado, em casos como esses, será contra a diretoria do comitê de governança das companhias, ou contra o comitê como um todo.

Os comitês de governança também serão alvejados, recebendo recomendação contrária à eleição de seus membros, se o conselho de administração da companhia não tiver aplicado medidas aprovadas pela maioria dos acionistas em assembleias anteriores. A Glass Lewis prometeu prestar atenção a medidas de defesa contra aquisições, como as poison pills e o classified board, por exemplo. Caso a empresa faça um IPO com essas cláusulas previstas em seu estatuto e não dê a oportunidade de os acionistas efetuarem sua aprovação (ou exclusão) na primeira assembleia após a abertura de capital, a consultoria recomendará voto contrário à reeleição de todos os conselheiros que ocupavam o cargo no momento em que as provisões foram criadas.

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