Teoria formal versus teoria material de conflito de interesses no exercício do direito de voto em sociedades anônimas e o comportamento da CVM

• Autor(a) principal: Pinheiro, Pedro Vilhena
• Data de Publicação: 2023
• 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/42300
• topic: CNPQ::CIENCIAS SOCIAIS APLICADAS::DIREITO; Conflito; Interesse; CVM; Teoria; Formal; Material; Substancial; Conflict; Interest; CVM; Theory; Formal; Material; Substantial

The aim of this research is to present an overview of the controversy between the formal theory and the material or substantial theory on conflicts of interest in the context of corporate resolutions, a discussion that stems from the inconclusive interpretation of the best application of art. 115, §1 of the Brazilian Corporate Law (Law 6.404/76), which deals with abusive voting, especially in its final section, which deals with abusive voting due to a conflict of interest between the shareholder and the company. Since this is an issue that is not always settled in the doctrinal field, the board of the Securities and Exchange Commission (CVM), as the final interpreter of the provisions of the Corporate Law, has so far not been able to give legal certainty to the case law, sometimes adopting the formal theory and sometimes opting to accept the substantial theory. The purpose of this monograph is to set out, in a paradigmatic way, what the doctrine understands about the formal theory versus the material theory in the conflict of interests in meetings of joint stock companies and how the CVM board has positioned itself, historically and in more recent understandings. In the end, the aim is to clarify the matter and shed some light on a topic that still has so many reservations, both in the doctrinal field and within the scope of the Securities and Exchange Commission