Enhancing corporate governance

Abstract

Conventional corporate governance frameworks have historically been characterized by centralization and hierarchical structures, marked by a clear separation of ownership and control. While this separation has its merits, it also presents inherent challenges. In pursuit of effective corporate governance, it is imperative to provide shareholders with a diverse array of tools and mechanisms, empowering them to actively monitor and shape corporate decision-making processes. General Meetings are essential in this regard, offering a crucial door for shareholders to exert influence over corporate decision-making. Nonetheless, the traditional model of General Meetings currently encounters various flaws related to transparency, verification, and shareholder identification, which are present in the voting process per se, in proxy voting, and in voting verification. In addition, economic burdens related to corporate monitoring imposed on shareholders are making this mechanism function sub-optimally. Recent developments in blockchain technology have attracted the attention of both legal academics and tech experts as a potential solution to these corporate governance challenges, as blockchain's decentralized, autonomous and tamper-proof transaction records promise enhanced transparency, accuracy, and cost-efficiency within corporate decision making in commercial companies. This dissertation will thus focus on assessing whether and how Portuguese commercial companies can leverage emerging blockchain applications such as Decentralized Autonomous Organizations (DAO) and Blockchain Enabled E-Voting (BEV) to address the specific issues associated with the traditional model of the General Meeting. For this purpose, it will suggest the creation of a hybrid corporate entity/body, based on the implementation of a DAO structure within a legally incorporated company and the use of BEV for corporate voting. It will conclude that, although legally possible and advantageous in theory, the deployment of these technologies in a corporate setting ought to still overcome various legal challenges and structural limitations.