Conflito de interesses entre acionistas: a indeterminação do artigo 115, §1º da lei nº 6.404/76 e o histórico de decisões no âmbito da Comissão de Valores Mobiliários
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2022
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Azevedo, Luis Andre Azevedo Negrelli de Moura
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The main focus of this study was the analysis of the most emblematic decisions of the Brazilian Securities and Exchange Commission (CVM) in the last seven years related to the interpretative dispute about the conflict of interests of shareholders in the resolutions of shareholders´ meetings of companies. It was not intended to make a merely case-by-case analysis and not to argue for or against the formal or material theory that split law scholars and, above all, the directors of the Securities and Exchange Commission. The intention was, in fact, to analyze the decisions in a systematic and objective way in order to find points of convergence and divergence of opinions, proposing a legislative amendment as a temporary solution to the dispute fought today. Thus, the study was structured as follows: (i) analysis of the main theoretical questions that is related to the article 115 of Law 6.404/76; (ii) systematization of the decisions and votes in the scope of the Brazilian Securities Commission in the last 7 (seven) years (analysis from the Eneva Case - Case RJ/2015/5021, judged on 25.08.2015); (iii) diagnosis of the decisions in order to find out points of divergence and convergence of understanding of the directors of the Brazilian Securities Commission; and (iv) conclusion on the possibility or not of amending article 115 of Law no. 6,404/76 and identification of themes that still need to have the discussion about them improved.