Transformative compliance in the capital markets

The punishment of corruption in the capital markets is not limited to the application of legal sanctions. Its effects are broad, systemic and lasting: they compromise investor confidence, erode the reputational value of companies and affect market predictability. In a globalized and interconnected environment, the mere announcement of a foreign investigation can trigger immediate reactions, with significant impacts on companies' valuation, the attraction of investment and the perception of country risk. When corruption scandals come to light, a “cross-border sanctioning contagion effect” sets in, in which sanctions or proceedings in a given jurisdiction trigger similar effects in others, reflecting the interdependence and speed of global dynamics in the financial sector.

Given this scenario, compliance, as a mechanism for preventing wrongdoing, has ceased to be a mere regulatory requirement and has become an indispensable strategic asset for business sustainability. An effective integrity program is one capable of anticipating risks, detecting potential irregularities with precision and enabling swift responses. In a digitalized economy, a few hours of inaction can aggravate reputational crises exponentially. Tools such as artificial intelligence and predictive analytics enable real-time monitoring and the automation of controls, raising compliance to a new level of sophistication and strategic efficiency.

In the United States, the firm action of the Department of Justice (DOJ) and the Securities and Exchange Commission (SEC) shows the growing intolerance of corporate improbity. The extraterritorial application of legislation such as the Foreign Corrupt Practices Act (FCPA) has been rigorous, with a significant share of investigations aimed at foreign companies. In February, with the aim of reviewing prior guidelines and investigating possible excesses, President Donald Trump issued an executive order temporarily suspending proceedings related to the FCPA. The measure, however, did not repeal the legislation or rule out the possibility of new actions, and the discretion of the American government to pursue relevant cases was thus maintained.

In Brazil, the Anti-Corruption Law (No. 12,846/2013), regulated by Decree 11,129/2022, reinforced the strict liability of legal entities — still the subject of academic debate — and encouraged the implementation of effective compliance programs. One of the pillars of the rule lies in the recognition, by the administrative authority, of the relevance of solid integrity structures, which may mitigate or even rule out sanctions.

It is, more than a legal benefit, an incentive to responsible corporate governance. Companies that do not develop robust preventive mechanisms expose themselves to consequences that transcend the legal field. The impact of corruption and improbity shows up in exclusion from institutional portfolios, in the retreat of consumers, in the increased cost of capital and in the deterioration of corporate image. In times of growing appreciation of ESG (Environmental, Social and Governance) criteria, large funds and asset managers tend to avoid allocations in companies involved in scandals. Thus, organizational ethics and transparency become central elements of competitiveness.

Among the main contemporary challenges, the qualified conduct of internal investigations stands out, as does continuous risk prevention. Such practices require technical mastery, specialized structure and well-defined protocols. In this context, the concept of “private investigative subsidiarity” is proposed, according to which internal inquiries should operate as suitable instruments, linked to effective models of corporate self-regulation. Companies that anticipate irregularities and promote the timely correction of conduct tend to mitigate institutional damage and make negotiated solutions viable.

The absence of a solid compliance structure can precipitate serious crises. Internal investigations conducted in an improvised manner expose organizations to heightened legal and reputational risks. This fragility, which I call “diffuse liability for the prevention deficit,” highlights the urgency of consistent strategies, secure reporting channels, professional auditing, and an organizational culture firmly committed to integrity.

In this panorama, I defend the concept of “transformative compliance” – a new generation of corporate governance that goes beyond the merely reactive logic of regulatory compliance. It means adopting a proactive stance, guided by regulatory anticipation, with ethics elevated to the status of a strategic vector of business activity. ISO 37001 certification, Brazilian anti-money-laundering legislation and the guidelines of the Council for Financial Activities Control (Coaf) impose rigorous standards that demand institutional maturity and genuine adherence to good practices.

In sum, corruption and improbity in the capital market do not represent only legal violations, but concrete threats to the stability and credibility of economic systems. In markets that operate fundamentally on trust, such as the financial one, integrity is not merely a virtue — it is a condition of existence.

Organizations that internalize this logic will be better prepared to face reputational shocks, attract qualified investment and consolidate their presence in sophisticated and globalized regulatory environments. On this horizon, ethics ceases to be rhetoric and becomes part of the core of corporate decisions.

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