O caso Usiminas: para que serve o Conselho de Administração afinal?

Data
2016-06
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Nascimento, João Pedro Barroso do
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The legal reform promoted by Law 10,303/01 introduced the paragraphs eight and nine in the article 118 of Law 6,404/76 (Brazilian Corporations Law). Such legal reform would authorize – at least on the understanding of the majority of the commentators – the establishment of shareholders’ agreement clause binding the vote of the members of the board of directors to a deliberation of a previous meeting, to be take place only between the signatories of the shareholders (pooling) agreement. What we propose here is a study on the compatibility of such clause with the functions set out in the legislation for the board and its directors, especially in article 142 of Law 6,404/76. At first, we will proceed a theoretical and broad analysis on the shareholders agreements and the board of directors, in order to contextualize the object of this study. Further, the discussion will focus on the Usiminas case, where the issue of binding the vote of the board members was discussed in practice. This work aims to achieve a logical consensus on which legal interpretation is the better to preserve the functions of the board, taking into consideration the case and the first part of this work. In addition, this monograph seeks to conclude if the reform operated by the Law 10,303/01 (introducing the abovementioned paragraphs eight and nine) caused or not legal uncertainty.


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