Os direitos dos sócios minoritários na sociedade em recuperação judicial

Abstract

This dissertation analyzes the rights of minority shareholders in the judicial reorganization of business corporations in Brazil. Adopting a dialectical and dogmatic approach, it identifies that, despite the emphasis placed on business continuity and the resolution of financial distress, minority shareholders are often neglected throughout the process. The predominance of the principles of business preservation and social function has frequently been used to justify restrictions on corporate autonomy and to relativize the political and economic rights of shareholders. Through a systematic interpretation of Brazil’s Bankruptcy and Reorganization Law (LREF), in dialogue with Corporate Law, the research examines how minority rights are affected at each stage of the reorganization procedure – from the filing of the petition to the execution of the recovery plan. The study proposes normative guidelines to define the scope and limits of minority participation, seeking to reconcile these rights with the collective objectives of reorganization. It also addresses the absence of procedural mechanisms in the LREF to coordinate corporate will with the decisions of creditors, and evaluates the role of the Judiciary in overseeing deliberations that may, although formally valid, be deemed abusive. The thesis contributes to Brazilian Commercial Law by proposing a legal framework for integrating corporate and insolvency legal systems in the protection of minority shareholders, offering a basis for a systematic interpretation of minority shareholders rights within judicial reorganization.