Promotion Standards: a theory on standards of control

Abstract

This article aims to investigate whether, from the point of view of the systematic coherence of the national legal system, it would make sense to adopt, for development decisions, review standards similar to those followed by the competent bodies for regulatory decisions (preference theory) and decisions negotiations (business judgment rule).  The motivation for the study lies in two main points. Firstly, it is not a fact that some development decisions are high risk, similar to the business decisions of private equity and venture capital (PE/VC) funds. Secondly, development decisions can be analogous to regulatory decisions. In addition to implementing a form of indirect intervention in the economic domain, it can be requested by technical entities, which would justify a certain preference from control and review bodies. In this context, the article seeks to highlight a parallelism – albeit imperfect – between the agency relationship between the management of companies and their shareholders, with the relationship between the people and their representatives – elected and non-elected – who must act in the best interests collective. After a brief introduction, in Chapter 2, the article problematizes, using concrete examples, issues related to the control of development decisions in Brazil. In Chapter 3, a theory for standards of conduct for developers in Brazil is developed, making a propositional discussion in light of the current applicable legal regime. Finally, Chapter 4 summarizes the discussion, presenting answers to the research problems based on the data found and the dialectics of the previous chapters.