Tag along e o acionista minoritário

• Autor(a) principal: Politi, Mirela Rocha
• Data de Publicação: 2022
• Tipo de documento: Trabalho de conclusão de curso
• Idioma: por
• Título da fonte: Biblioteca Digital de Teses e Dissertações da PUC_SP
• Texto Completo: https://repositorio.pucsp.br/jspui/handle/handle/32814
• topic: CNPQ::CIENCIAS SOCIAIS APLICADAS::DIREITO; Tag along; Direito societário; Sociedades por ações; Companhias abertas; Acionista minoritário; Alienação do controle do bloco minoritário; Oferta pública obrigatória.; Tag along; Corporate law; Corporations; Publicly held companies; Minority shareholder; Transfer of the minority control; Mandatory bid rule

The purpose of this work is to analyze the main existing discussions regarding the possibility or not of triggering tag-along rights, in cases where there is a transfer of the minority control in publicly traded companies. For this, there is the development of a historical analysis that discusses, firstly, what is tag along, its origin and historical evolution until arriving at the format that we have today within the Brazilian corporate law, secondly, there is the explanation of the concept of mandatory bid rule that is intimately linked to tag along. After this trajectory, this work presents the concept of control; the types of internal control of a company; and the concept of disposal of control, going deeper into the concept of disposal of control by a group of minority shareholders of a company. Based on these concepts, it is possible to make a contraposition between the dictates present in articles 116 and 254-A of the Brazilian Corporate Law, relating them with the applicability on the figure of the minority control. In order to support the argumentation, a brief explanation is provided on one of the most emblematic cases on the subject, the TIM/TELCO Case (Administrative Proceeding No. 2009/1956). To develop the importance of the topic and the concern of the Brazilian market with the tag along applicability, the topic of Corporate Governance in the country and the creation of differentiated levels by São Paulo Stock Exchange is addressed. The proposed path forwarded to a critical evaluation of the lack of a clear definition on the tag along application in cases where there is the disposal of the minority control, lack of definition that increase the uncertainties of the Brazilian market, which, more than ever, must be molded to a reality increasingly present in companies: the pulverization of capital and, consequently, predominance of minority control