Conceito de controle para os fins de aplicação do artigo 254-A da Lei das S.A.
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Data
2017-11
Autores
Orientador(res)
Eizirik, Nelson Laks
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Resumo
The present paper has as scope the analysis of the legal concept of control for the purposes of interpretation and application of the Article 254-A of the Law n. 6.404/76, intending to determine the types of control covered by the legal framework of the mandatory bid due to the occurrence of control transactions. At first, an examination of the history of the Brazilian legal framework of the control transactions and a research on comparative law about the rules regarding control transactions were proceeded. In addition, an analysis of the Brazilian legal literature, regarding the types of control set forth by the Brazilian Company Law and the historical, systematic and teleological interpretation of the Article 254-A, was undertaken. Furthermore, a case study of the administrative jurisprudence of the Brazilian Securities and Exchange Commission (CVM) was proceeded with the purpose of identifying the CVM’s rulings concerning the control transactions of publicly traded companies that required the placement of a mandatory bid to acquire the stocks of minority shareholders. There was, also, an examination of the rules formulated by self-regulatory authorities, regarding the control transactions or transactions that concerns relevant stock ownership able to influence the management of publicly traded companies and to represent potential risks to minority shareholders. At last, a brief critical analysis was performed based on the study developed.
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Corporate control Publicly traded companies Mandatory bid Control bloc Control transactions Minority control Protection of minority shareholders Controle acionário Companhias abertas Oferta pública de aquisição Bloco de controle Alienação de controle Controle minoritário Proteção aos acionistas minoritários