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Mariana Pargendler, How Universal Is the Corporate Form? Reflections on the Dwindling of Corporate Attributes in Brazil, 58 Columbia Journal of Transnational Law 1 (2019).


Abstract: The business corporation, a central pillar of modern capitalism, is deemed to have a set of defining features that are universal across different jurisdictions and ever more widely available. However, a close exami- nation of legal developments in Brazil, one of the world’s largest economies, shows a surprisingly dif- ferent picture. In the past decades, Brazil has signifi- cantly watered down the canonical elements of the corporate form, including limited liability and capital lock-in. After describing this phenomenon, the Article analyzes it in view of efficiency and distributional considerations. It puts forward the possibility that the blurring of the corporate attributes may be an adap- tive response to a weak institutional environment, which, among other things, fails to protect minority investors and curb externalities through regulation. The Article concludes by examining how the erosion of the corporate attributes in Brazil subverts our con- ventional understanding about the evolution of corpo- rate law and the immutability of the corporate form.