O voto em conflito de interesses no âmbito do direito societário
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Data
2014-11
Autores
Orientador(res)
Dias, Luciana Pires
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The scope of this assignment resumes the analysis of the Brazilian Corporate Law approach towards a shareholder vote under conflict of interests within the shareholders meetings. It was taken in consideration legislation, doctrine and jurisprudence on the matter. There are two major approaches: formal and substantial/material. The prior forbids the vote to be taken place, while the latter intends to analyze its content in order to cognize the merit. The theories propose different applicability since formalists state that under a conflict of interests scenario the vote must be forbidden ex ante, as the materialists assert vote´s validity should occur ex post. Doctrine mainly adopts the position that the conflict of interests established in the Brazilian Law is substantial. In the other hand, the regulator jurisprudence, represented by the Brazilian Security Exchange Commission, understands that it is a case of formal conflict of interests. In this context, it was developed a critical analysis between both approaches regarding the subject.
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Shareholders vote Conflict of interests Corporate law Article 115, paragraph 1st of the Law 6.404/76 Formal and Substantial theory of the conflict of interests Direito societário Voto de acionistas Artigo 115, parágrafo 1º da Lei 6.404/76 Teoria formal e substancial do conflito de interesses Conflito de interesses