By Brazil Stock Guide – The new shareholders’ agreement between Petrobras and the Shine I fund creates a co-control structure at Braskem that strengthens governance discipline but also raises execution risks. By requiring consensus between the two main shareholders for virtually all key decisions, the model turns management into a system of permanent cross-veto power.
The structure removes the presence of a single controlling shareholder and distributes power evenly between the parties, preventing unilateral decisions. In practice, this means that any disagreement — whether over investments, contracts or operational strategy — can block relevant moves. In a cyclical sector like petrochemicals, where timing and rapid adjustment are critical, this constraint becomes more significant.
The thresholds defined in the agreement reinforce this dynamic. Larger investments require board approval, as do major contracts and decisions related to raw material procurement at scale. Transactions such as feedstock purchases above $350 million per year, contracts exceeding R$480 million, or significant asset movements all depend on formal approval.
Even related-party transactions fall under tighter scrutiny. Deals above R$30 million — or R$90 million on an annual basis — require additional review, increasing oversight on commercial relationships between the company and its own shareholders. In practice, decisions that would typically be operational in other companies are elevated to the political level.
This process is anchored in so-called prior meetings, where Petrobras and the fund must agree on how to vote before any formal decision is made. Without consensus, decisions simply do not move forward. The board effectively shifts from a deliberative body to an executor of agreements — or deadlocks — reached outside it.
The risk is not only institutional but operational. According to a source familiar with the discussions, shared control structures tend to generate friction when management is split between shareholders with different agendas. The coexistence of executives aligned with different sides can reduce internal coordination and complicate execution, particularly under pressure.
Ultimately, the agreement creates a company that is more protected against extreme decisions but potentially less agile. Petrobras and the fund operate under different rational frameworks — one more institutional, the other financial — and the model does not eliminate this misalignment, only organizes it. The result may be a governance structure that preserves value in stable periods but is tested precisely when fast action is required.
Read more: Petrobras Waives Full Control of Braskem, Shares Power With Fund