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The main idea of the article is to advance some arguments regarding a paradox of corporate governance: if it creates so much value for shareholders why in most countries governance is still heavily regulated by strict codes? The article advances a theoretical framework for the voluntary adoption of better corporate governance practices as influenced by four dimensions: ownership and control issues, capital structure, exit strategies and market performance. I estimate probit panel models with data from Brazilian companies that voluntarily moved to the Novo Mercado (New Market). Results indicate as significant variables representing the need for exit strategies through liquidity and the existence of shareholders� agreements, while higher capital concentration implies a lower probability of companies voluntarily adopting better governance practices. Also, market drivers such as lower capital costs and performance are not statistically significant.
