Conflicts of Interests in Shareholders’ Meetings of Brazilian Corporations: the Legal Framework according to Scholars and the Case Law of the Brazilian Securities and Exchange Commission

Juliana Bastianello Baldin Martins, Director - Legal, GTIS Partners LP

The issue addressed in this paper relates to the interpretation, according to Brazilian scholars and the case law of the decision board of the Brazilian Securities and Exchange Commission, of the provisions governing conflicts of interests in shareholders’ meeting of Brazilian corporations. More specifically, this paper envisions to answer how the rules regarding conflicts of interests in shareholders’ meetings of Brazilian corporations should be interpreted and applied. To that end, we will analyse opinions of scholars in respect to the interpretation of the caput and first paragraph of article 115 of Law n. 6,404/76, as well as two cases judged by the decision board of the Brazilian Securities and Exchange Commission. After a brief introduction on the legal background in Brazil and abroad on the matter, this paper specifically analyses the interpretation of the caput and the first paragraph of article 115 of Law n. 6,404/76. Articles 116 and 117 of Law 6,404/76, which establish specific duties of the controlling shareholders and complement the legal framework regarding the conflicts of interests in Brazilian corporations, will not be analysed. Key words: Conflicts of Interests, Abuse of Voting Rights, Undue Advantages, Private Benefits, Brazilian corporations, Brazilian Securities and Exchange Commission.

Read full paper Subscribe to the IICJ
Regulation Property June 2018 Vol.11, No. 43, Spring 2018

Juliana Bastianello Baldin Martins

More

Juliana Bastianello Baldin Martins joined GTIS Partners on May 2011 and is currently a Director at the firm. Mrs. Baldin Martins is responsible for legal matters pertaining to real estate, corporate and contracts activities. Mrs. Baldin Martins has over six years of experience in corporate law. Prior to joining GTIS Partners, she was a lawyer at Machado, Meyer, Sendacz e Opice Advogados, one of the largest law firms in Brazil, where she spent over three years dedicating herself to mergers, acquisitions and corporate restructuring transactions. Prior to Machado, Meyer, Sendacz e Opice, she was an intern at TozziniFreire Advogados, also one of the largest law firms in Brazil, where she dedicated herself to capital markets transactions for over three years. As a lawyer at Machado, Meyer, Sendacz e Opice and as an intern at TozziniFreire Advogados she rendered services to the largest corporations and investment funds acting in the Brazilian real estate and capital markets segments. For two consecutive years, 2010 and 2011, Mrs. Baldin Martins contributed with comments on Brazilian corporate law to the “Doing Business”, a publication of the World Bank and the International Finance Corporation comparing business regulation in several economies. Mrs. Baldin Martins graduated from São Paulo University Law School (USP) in 2007, completed her Master of Business Administration at Fundação Getúlio Vargas (FGV) in 2011 and obtained a post-graduation degree in Tax Law at Fundação Getúlio Vargas (FGV) in 2016.

Regulation Property June 2018 Vol.11, No. 43, Spring 2018