O procedimento de alienação de bens na recuperação judicial e os efeitos sucessórios para o terceiro adquirente

• Autor(a) principal: Barros, João Victor Carvalho de
• Data de Publicação: 2021
• Tipo de documento: Dissertação
• Idioma: por
• Título da fonte: Biblioteca Digital de Teses e Dissertações da PUC_SP
• Texto Completo: https://repositorio.pucsp.br/jspui/handle/handle/24519
• topic: CNPQ::CIENCIAS SOCIAIS APLICADAS::DIREITO; Sociedades comerciais - Recuperação; Empresas - Falência; Herança e sucessão; Corporate turnarounds; Business failures; Inheritance and succession

Court-supervised reorganization is the legal instrument for businesses in times of financial crisis to collectively restructure and reorganize their debts, so that they can preserve their business activities, preserve and generate new jobs, continue to pay taxes and develop new products and services. Brazilian Law No. 11,101/2005 gives businesses undergoing court supervised reorganization different means to overcome the momentary crisis, including the sale of assets by the debtor, especially of isolated operating units, which is an important tool to achieve this goal, ensuring that the third-party purchaser will not assume the debtsor liens on the assets sold. The purpose of this paper is to establish the scope of the rule of non assumption for the third-party purchaser, as well as the mechanisms established to ensure legal certainty and stability in the procedure for the sale of assets, especially in light of the changes made to bankruptcy legislation by Law No. 14,112/2020. This is because the rule of non-assumption for the third-party purchaser of the debtor’s assets under court-supervised reorganization constitutes an exception to the general rule for debts of different natures – whether they be civil, labor, tax, environmental, among others, and for this reason it must have a limited application, provided that all required legal requirements are met. In the context of court-supervised reorganization, the third-party purchaser of the debtor’s assets will only be protected from the risk of assumption of debts in the event that the sale is carried out by means of a competitive procedure, ensuring ample competition and transparency of the procedure, especially to avoid property fraud and acts harmful to creditors. The competitive procedure for the sale of assets in the scope of a court-supervised reorganization is subject, as applicable, to the rules set forth in the Brazilian Code of Civil Procedure. Among other factors, the concept of a “paltry price” (preço vil) set forth in procedural legislation does not apply to the sale of assets carried out in the course of a court-supervised reorganization. Acts validly performed in the scope of a court-supervised reorganization, including the sale of assets by the debtor, must be preserved, even if the authorizing decision is subsequently revoked or reversed on appeal, and they cannot be declared ineffective or invalid. The purpose of preserving validlyperformed acts is to grant legal certainty and stability to the court-supervised reorganization process, especially so that it is possible to overcome the financial crisis and, consequently, defend the company’s role in society