Governance and Football: The Necessary Separation Between Association Interests and the Football Company

The SAF bill's preliminary draft was born from a previous, much less comprehensive initiative: a "simple" proposal to reform São Paulo Futebol Clube's governance model.

The proposal was forwarded to its internal bodies and failed. At that time, therefore, the idea of ​​the SAF did not yet exist, much less a law creating it. The proposal consisted merely of a set of rules intended to place the club at a high level of governance and control.

Remember, by the way: the club's debt in 2015 was far from being a problem, or a major problem, or, worse, a problem of near-catastrophic proportions. Therefore, there was (timid) optimism regarding the future and how a bridge to sustainability could be built.

The disappointment with the political capture of the proposal also gave rise to the perception, or conviction, that: firstly, governance techniques in clubs tend to be instituted to preserve the status quo; Secondly, once established, they also tend to be manipulated over time by interest groups and, as a result, used for group or personal gain (and not for the purposes that, at least in theory, justify them); and, thirdly, there would be no way forward for the Brazilian football system without a systemic solution that could be adopted by any club, at the discretion and will of its members.

Systematization would also enable the occurrence of successive events, without direct connections, that would influence each other, evolving into benchmarks in football, forging an unprecedented and, ideally, safe and predictable environment.

Furthermore, systematization would democratize access to tools for resolving historical problems, as it would create alternatives to dependence on patrons or political castes, who provide palliative solutions to problems they themselves caused—solutions that, at the same time, left (or still leave) irreversible consequences.

Thus, the system's proposal was based on a premise: the inevitable revision of the ownership model in football. Therefore, the introduction of governance techniques would be a consequence, not the goal.

In other words, it was identified that associations, as a form of organization and exploitation of the football industry, had exhausted themselves, even if they emulated the techniques typical of commercial enterprises. Thus, a new path could be illuminated by access to the financial and capital markets.

In 2016, the draft bill became a bill and, in 2021, under the leadership of Senator Rodrigo Pacheco, President of the National Congress, it became law.

The SAF Law (Law 14.193/2021) created the SAF and offered instruments to promote the necessary separation of club interests (guided by associative and political relationships) from the business of football (which affects, to a lesser extent, club members and, to a greater extent, the public, represented by the fan base).

Care was taken to ensure that the process did not distance or remove the club from the future of football; on the contrary, it recognized its capacity for zealous care regarding fundamental elements such as history, anthem, color, and location.

They went even further: they also ensured the club wouldn't collapse, and through connecting channels, the SAF provided it with resources from, among other things, dividends, royalties, and rent, for the maintenance of its equipment, structures, amateur sports, and other social initiatives.

Respecting the existential and patrimonial autonomy of each entity—i.e., the club, as creator and shareholder of the SAF, and the SAF, as a creature and invested entity—governance duality was also designed, essential for achieving (and exercising) the statutory purposes of each entity in isolation.

Maintaining the club without the SAF does not mean it will be unsuccessful, in football terms, with or without "good" governance. But it will be an exception, circumstantial or structural.

For the club was not created to manage a company, and a company, being non-economic, cannot withstand the pressures of associations over time, regardless of the narrative fabricated about the administrative attributes of the club itself—and its administrators.

In short, the football crisis, as a rule, does not stem from the system of (good or bad) governance, but from the ownership model.