Governança corporativa e corrupção : a importância da probidade empresarial para a boa administração e governança de sociedades de economia mista

Abstract

This dissertation is dedicated to the legal study of the intersection between corporate governance and probity, in which each institute contributes and receives contributions from the other, whose dialogue illuminates and reveals the fundamental right to good administration and governance in mixed economy societies in the contemporary state. The proposal is to investigate the legal content of corporate governance and its functionality in the contemporary state, questioning the extent to which business probity can contribute to the development of this new regulatory framework established by Law No. 13.303 / 2016 for prevention (and control) corruption, mismanagement and inefficiency in mixed economy societies. After an analysis of the constitutional and hermeneutic foundations of administrative probity and international anti-corruption documents, the idea of a theory of corporate probity appropriate to the new governance regulatory framework is approached, as a proposal to improve the treatment of the fight against corruption, mismanagement and inefficiency, both to provide the best enforcement efforts and to enable mixed-economy companies to perform better in the market. Having identified its fundamental assumptions in administrative and corporate law, this corporate governance regime of state-owned companies is investigated with the specific objective of understanding the new public governance and its mechanisms of preventive control of corporate probity as a condition of possibility for prevention, control and accountability for political government abuses, conflicts of interest, fraud and corruption in accordance with the high standard of responsible business conduct in mixed capital companies. That is to say, the new public governance presupposes the need for transparent, participatory and justified procedural control structures (and decision-making) in the light of business probity as a fundamental right to good administration and governance, commensurate with the social ends of the mixed economy society, the legitimate expectations of shareholders and the collective interest in protecting the objective dimension of fundamental rights.