Banca de DEFESA: PEDRO PINTO COSTA BITTENCOURT BARBOSA

Uma banca de DEFESA de MESTRADO foi cadastrada pelo programa.
STUDENT : PEDRO PINTO COSTA BITTENCOURT BARBOSA
DATE: 29/08/2025
TIME: 10:00
LOCAL: MINIAUDITÓRIO - FACULDADE DE DIREITO - UnB
TITLE:

CORPORATE LAW AND STARTUP FINANCING: analysis of suitabilty based on the incentive structure and contracts between entrepreneurs and investors

KEY WORDS:

venture capital; startups; corporate law; private ordering; corporate governance; Brazil; Delaware; offshore; Venture Capital and Private Equity Funds

PAGES: 152
BIG AREA: Ciências Sociais Aplicadas
AREA: Direito
SUMMARY:

The dissertation investigates the extent to which the Brazilian business environment and legal system offer adequate conditions for startup financing by venture capital funds, focusing on corporate law and the behavior of economic agents.

A review of national and international literature on the financing and corporate governance of startups was conducted, as well as a comparative analysis of quantitative and qualitative aspects and data from the venture capital industry in Brazil and the US.

The work reconstructs the assumptions of the venture capital market: the high degree of risk and illiquidity of the investment against expectations of high financial gains; the incentive structure of entrepreneurs, fund managers and investors; and staged financing based on the achievement of goals and metrics by the startup.

In the comparative analysis of corporate forms, we conclude that, in Brazil, the “Sociedade Anônima” is, by default, the form that best accommodates venture capital corporate governance requirements, similarly to the US Corporations regime.

The “Mútuo Conversível” is emerging as the most suitable contractual instrument among the options available to Brazilian agents, however, it has its own limitations, such as the tendency to subject the parties to lengthy negotiations, with high transaction costs, due to the absence of a renowned and widely used contractual model among agents, such as the Simple Agreement for Future Equity (SAFE) in the US.

This paper examines the spread of offshore structures among Brazilian startups valued at over US$1 billion (the “unicorns”) and the possible systemic costs to the Brazilian ecosystem with the large-scale use of this model.

As a regulatory agenda, we propose a Startup Corporate Law that sets a general framework for reducing transaction costs, but preserves the agents’ freedom to develop private ordering solutions to contracts and corporate governance solutions, and curbs the abusive exercise of rights.

COMMITTEE MEMBERS:
Externo ao Programa - 1213330 - ANGELO GAMBA PRATA DE CARVALHO - nullInterna - 2729067 - DANIELA MARQUES DE MORAES
Presidente - 2170701 - FREDERICO HENRIQUE VIEGAS DE LIMA
Externo à Instituição - HENRIQUE HARUKI ARAKE CAVALCANTE - IDP