When you think of the acting of lawyers in the capital market, the most common image is still that of experts in contracts, M&S structuring or in corporate and regulatory disputes. Having counselors with legal formation is not new, but what happens when it is an active lawyer, coming from forensic and corporate practice, who starts to join the Council?
Who responds is Daniel Alves Ferreira, lawyer with more than two decades of experience in corporate and litigation, and advisor in companies such as Eletrobras, Emae, as well as Cemig and Renova Energia. “I have always been an office lawyer. The board universe opened me a new dimension on governance, business and relations between shareholders,” he says.
Partner of the office that founded after 24 years at Mesquita Pereira, Ferreira took to the councils the accumulated luggage in years of representation of non -resident investors, even participating in up to 80 assemblies on the same day, in a true marathon.
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“The market was simpler, and the participation of non -controlling shareholders was still incipient. When we arrived at an assembly, it was common for the company to ask why that shareholder was there,” he recalls.
The corporate profile was changing, and the market was used to the presence of the office representing non -resident funds. Then came the local funds. And, finally, the direct indications of members to the Board of Directors.
It was precisely this experience that put him on the radar of relevant shareholders, which led him to seats like Cemig in 2016, as well as acting at decisive moments with the representation of minority in the history of the Brazilian capital market.
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The role of the lawyer in the councils
“I don’t think every advice needs to have a lawyer. But every company should have a trusted lawyer very close to the board,” says the expert. In companies with complex controlling shareholders such as Eletrobras, Plascar or Emae, the legal presence becomes more relevant. “You need someone who understands the functioning of the CVM, the dissident votes and the risk of poorly grounded decisions.”
At Eletrobras, for example, his nomination was part of a deliberate effort to strengthen the company’s legal department after privatization. “The legal one came from a history of neglect. In 2022, we created a Committee on Legal Affairs on the Council precisely to provoke this strengthening, and today the Eletrobras legal is a reference in the country,” he says.
Daniel is not defined as a professional counselor. “I advocate. I work on the board when I am called to contribute a particular situation.” Which leads, according to him, to a performance with purpose, not as a reward. “You need to see the profile of those who are entering. There are people who go on purpose, others out of interest. The legal look, when authentic, helps to avoid future problems.”
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In addition to technical knowledge, the lawyer highlights the role of the counselor as mediator. “My profile is more negotiating. In companies like Kepler Weber, I was called precisely to bring this more dynamic and constructive tone. You need to know, study before meetings, recognize that you don’t know everything.”
Governance: responsibility, coexistence and confidence
Experience in multiple advice also taught that effective governance depends not only on strengthened rules, but also on concrete relationships. “In the best advice I acted, there was complicity among members. If one said something could not be good, the others trusted and respected. This is what form real collegiate decisions.”
Ferreira believes that this model can and should be strengthened in the Brazilian market. But warns: “Council is not the stage for narrative dispute or space to seek advantage. It is a place of responsibility. And that, who has a legal bias committed to the collective, feels on the skin.”
