A desconsideração da personalidade jurídica na recuperação judicial

Abstract

This dissertation examines the legal compatibility between the doctrine of piercing the corporate veil, as provided in Article 50 of the Brazilian Civil Code, and the judicial reorganization procedure governed by Law No. 11,101/2005. It analyzes whether it is legally feasible to extend liability to shareholders or third parties during the reorganization process when diversion of purpose or asset commingling is identified, as well as the practical effects of such a measure on the negotiational structure of judicial reorganization. The research concludes that veil piercing, conceived as an exceptional mechanism of patrimonial liability, is generally incompatible with the reorganization regime, as it violates the principle of voluntariness, improperly expands the active party, and proves practically ineffective given the impossibility for third parties to submit or amend the reorganization plan. The study also assesses the impact of Law No. 14,112/2020, which expressly regulates veil piercing in bankruptcy proceedings but remains silent regarding its application in judicial reorganization, thereby reinforcing the absence of normative grounds for its use in this context. The methodology adopted is qualitative and theoretical-dogmatic, based on bibliographic research and the analysis of precedents from superior and state courts. The study concludes that the liability of shareholders and managers must be pursued in the appropriate individual enforcement proceedings, thereby preserving the rationality, legal certainty, and economic function of the reorganization process.