Related-Party Business: The Need to Address the Issue Within the SAF (and Football Clubs) - Part I

The provocation, it should be noted, does not apply only to football corporations, created by the SAF Law (Law 14.193/2021). The problem extends, with adaptations, to football clubs, established as non-profit associations.1 The need for confrontation, however, intensifies with the attempt to build the football market and the prospects for access to resources in the financial and capital markets. Hence the focus that will be placed on the relationships established within companies and, consequently, the SAF.

To simplify, a related party is the individual or legal entity that is related to a given entity, whether a business corporation, a non-profit association, or another type (that is, in principle, a SAF or a club).2

A related party transaction consists of "the transfer of resources, services, or obligations between a reporting entity and a related party, regardless of whether a price is charged in return." The concept comes from an accounting standard approved and adopted by the Brazilian Securities and Exchange Commission (CVM).

For better understanding, the reporting party, also referred to as a company, can be understood as, in the context of soccer and for the purposes intended in this text, the sports entity, that is, the SAF or the club.

Examples of transactions with related parties, according to the Policy for Transactions with Related Parties and Other Situations of Potential Conflict of Interest ("Policy") of B3 S.A. - Brasil, Bolsa, Balcão (the largest stock exchange in Brazil and one of the largest in the Americas), applicable to B3 S.A. (the largest stock exchange in Brazil and one of the largest in the Americas), apply to B3 itself (thus serving as a benchmark for other companies): (i) purchase or sale of products or services; (ii) loan or advance agreements; (iii) agency or licensing agreements; (iv) guarantees, sureties, or other forms of security; (v) transfer of research or technology; (vi) sharing of infrastructure or structure; and (vii) sponsorship or donations.

Individuals or legal entities may be classified as related parties. In the first group, the aforementioned Policy lists the individual or close family member who: (i) has full or shared control of the company; (ii) has significant influence over the company; and (iii) is a member of the management team of the company or its controlling entity with significant influence. Personnel with significant influence over the management team are those who have authority and responsibility for planning, directing, and controlling the company's activities, directly or indirectly.

Close family members include, among others, (i) the children of the individual, spouse, or partner; (ii) the children of the individual's spouse or partner; and (iii) dependents of the individual, their spouse, or partner.

In the second group, the Policy lists the entity that: (i) controls the company; (ii) is a subsidiary of the company; (iii) is under common control; (iv) has significant influence over the company; (v) is an affiliate of the company or an affiliate of a third entity under common control; (vi) is related to a person with significant influence or a close family member; among others.

It's important to remember: the company can (or should) be replaced and adapted, as applicable, by the SAF or the club.

A transaction with a related party involving the company (as well as the SAF or the club) is not, by definition, illegal or inappropriate. However, due to its characteristics, it requires a series of precautions. The Novo Mercado Regulations,6 which is the segment that adopts the highest governance rules, establishes, in art. 32, that the company must develop and disclose a policy for transactions with related parties, containing, at a minimum, as per art. 35: "(i) criteria that must be observed when carrying out transactions with related parties; (ii) procedures to assist in identifying individual situations that may involve conflicts of interest and, consequently, determine the impediment to voting with respect to shareholders or directors of the company; (iii) procedures and those responsible for identifying related parties and classifying transactions as transactions with related parties; and (iv) the indication of the approval bodies for transactions with related parties, depending on the amount involved or other relevant criteria."

The topic is also addressed in Law 6,404/1976 (the Corporations Law), in art. 122, which grants exclusive authority to the general shareholders' meeting to deliberate, in the case of a publicly held company, on "the execution of transactions with related parties, the sale or contribution of assets to another company, if the value of the transaction corresponds to more than 50% (fifty percent) of the value of the company's total assets as stated in the last approved balance sheet."

Although the aforementioned rules are generally intended for publicly held companies, the issue also applies to private companies—as are, in fact, all soccer corporations established in Brazil to date—especially for the purpose of protecting the rights (or positions) of minority shareholders.

In this sense, item 6.3.1 of the Code of Best Corporate Governance Practices - 6th Edition, formulated by the Brazilian Institute of Corporate Governance (IBGC), provides that "the board of directors, its advisory committees, or the board of directors, where applicable, must monitor transactions with potential conflicts of interest, or those that, directly or indirectly, involve related parties, such as directors, officers, partners, among others, as defined in the respective policy."7

In all major SAF transactions (Cruzeiro, Galo, Botafogo, Bahia, Coritiba, etc.), the original club holds a minority position, and the treatment of the relationship with the related party, which previously affected (or still affects) only the club itself, has now shifted to negotiations established within the SAF.

It is, therefore, a phenomenon that must be understood, studied, directed, disciplined (especially at the contractual level), and, eventually, (self-)regulated, and will continue to be addressed in future articles in this column.

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1 In law 10,406/2002 (Civil Code): "Art. 53. Associations are formed by the union of people who organize themselves for non-economic purposes. Sole paragraph. There are no reciprocal rights and obligations among members."

2 Under CVM Resolution 94/2022, "A related party is a person or entity that is related to the entity preparing its financial statements (in this Technical Pronouncement, referred to as the "reporting entity"). (a) A person, or a close member of his or her family, is related to the reporting entity if: (i) he or she has full or shared control of the reporting entity; (ii) he or she has significant influence over the reporting entity; or (iii) he or she is a member of the key management personnel of the reporting entity or of the reporting entity's parent company. (b) An entity is related to the reporting entity if any of the following conditions are met: (i) the entity and the reporting entity are members of the same economic group (which means that the parent company and each subsidiary are interrelated, and entities under common control are related to each other); (ii) the entity is an associate or joint venture of another entity (or associated or jointly controlled by an entity that is a member of an economic group of which the other entity is a member); (iii) both entities are under the joint control (joint ventures) of a third entity; (iv) one entity is under the joint control (joint venture) of a third entity and the other entity is an associated of that third entity; (v) the entity is a post-employment benefit plan whose beneficiaries are the employees of both entities, the reporting entity and the entity related to the reporting entity. If the reporting entity is itself a post-employment benefit plan, the employees who contribute to it will also be considered related parties to the reporting entity; (vi) the entity is controlled, wholly or jointly controlled, by a person identified in (a); (vii) a person identified in (a)(i) has significant influence over the entity, or is a member of the key management personnel of the entity (or of the entity's parent company); (viii) the entity, or any member of the group of which it is a part, provides personnel services key to the administration of the reporting entity or to the parent company of the reporting entity.". Available here . Accessed on 09.09.2025.

3 According to CVM Resolution No. 94/2022. Available here . Accessed on September 9, 2025.

4 Available here . Accessed on 09.09.2025.

5 Available here . Accessed on 09.09.2025.

6 Available here . Accessed on 09.09.2025.

7 Available here . Accessed on 09.09.2025.