Company Law, Real Madrid, Safiel and the Flexibility of the SAF Law

Law 6.404/1976 ("the Corporations Law"), which regulates publicly traded companies, will turn 50 years old in 2026. Its age reveals it to be increasingly beautiful, as it still (and always) provides the legal security that entrepreneurs and investors need to define their capital allocations.

Its authors, renowned jurists, skillfully designed a regulatory framework that shaped the (then) present and sustained the future. Even today, nearing its golden anniversary with the market, the Corporations Law still offers instruments or resources that have always been there, but which had not been noticed or tested for specific purposes. It still positively surprises those who use it daily.

Several reforms have occurred since its enactment, some better than others, but all, in general, necessary to incorporate new practices or techniques for managing corporate relations, resulting from human inventiveness or technologies developed over decades.

One of the main virtues of the SAF law (Law 14.193/21) lies precisely in its integration, or rather, its dependence on the companies law. Instead of creating an autonomous corporate type, the decision was made to institute a subtype, with its own micro-regulation and dependent on macro-regulation (i.e., general).

This resulted in a solid foundation, under a structure that offers agility or flexibility for adaptations, according to specific situations and needs. The SAF (Sociedade Anônima do Futebol - Football Corporation) can be closed or open; the club can be the total or majority controlling shareholder of the SAF, a minority shareholder, or even hold no stake at all. The SAF can be created through the transformation of the club or as a result of the transfer of club assets to it.

There is no formally ideal, right or wrong model; but there are models suitable for specific situations, as well as models that are wrong for the same (or other) situations.

Important: in addition to the model variation, for better or for worse, which club managers will have to identify and implement, the nature, history, and intentions of potential investors must also be taken into account. The availability of resources, or the promise of availability, must be evaluated in conjunction with the other factors. This is how one moves towards aligning the intention with the possibility.

The news that Real Madrid is refining a model to attract and bring in investors, something unprecedented in the club's history, in the form of a corporate structure, expresses, in some way, the same pursuit of idealism seen in Brazilian clubs since the SAF law became part of the system in 2021.

Everything that comes from Real Madrid becomes superlative, and this pursuit of the ideal creates the expectation of a proposal never before conceived, one that has the attributes to shake up the system – at least the European one.

From what has been heard or read so far, the only – and effective – novelty, which isn't really that new, consists of the perhaps definitive undermining of the viability of clubism as a form of business organization.

If Real Madrid adheres to the obvious, the last major resisters, notably Brazilians and Argentinians, who still rely on it, will lose their crutch and their discourse, and will have to forge a new thesis to maintain the interests and privileges of the club's governing body.

Incidentally, here is an interesting point present in the Madrid project: it affirms, as principle, means, and end, the perseverance of the club's identity and its members, a kind of guardian of history and tradition.

The SAF law, in the same vein, conceived indispensable instruments for controlling and maintaining the originating and characterizing elements of the team, in addition to allowing the SAF's constitutive process to operate through a transfer of assets (and not transformation), in order to reinforce the personality and patrimonial autonomy of the club – and its internal associative relations.

The participation of associates, through the club itself or a new company formed to accommodate them corporately, in substitution for their patrimonial titles or even in addition to them, are paths that have already been studied in Brazil, during the drafting of the SAF law and, subsequently, as ways of converging interests between clubs and investors.

There is indeed a lot of interesting stuff happening or being debated in Brazil, in the realm of football and SAF (Sociedade Anônima do Futebol - Football Corporation), that serves as a local or international benchmark. With less than 5 years of existence, heading towards its 5th anniversary (or 8th anniversary), its flexibility and resilience are being tested in completed projects such as those of Bahia, Atlético Mineiro, Cruzeiro, Botafogo, and Coritiba, among many others, and in several more that are in development, such as Santa Cruz.

And there are also proposals that (positively) test the law and the market, originating outside the club, conceived, however, for the rescue and recovery of history and credibility.

In this respect, Safiel differs from the Madrid project because, despite the grandeur of the Corinthians fan base, the model conceived by a group of supporters aims to save the team, heeding the call contained in the first verse of its anthem, in order to reposition it among the hegemonic entities, unlike the president of Real Madrid, who intends to implement a plan of local, regional, and planetary domination.

Brazil, for those who haven't yet noticed, has been positioning itself as the most stimulating and intrepid football environment on the planet, even before the arrival of large and robust investors in the entertainment and sports sector. It is from here that the future of world football may be dictated.