Resolução de acordos de acionistas políticos por inadimplemento de deveres decorrentes da boa-fé objetiva

• Autor(a) principal: Zagni, João Pedro Fontes
• Data de Publicação: 2020
• Outros Autores: [e-mail]
• Tipo de documento: Dissertação
• Idioma: por
• Título da fonte: Biblioteca Digital de Teses e Dissertações da UERJ
• Texto Completo: http://www.bdtd.uerj.br/handle/1/19306
• topic: Private law; Objective good faith; Parity-based contracts; Contract default; Contract termination; Shareholders’ agreements; Direito civil; Boa-fé objetiva; Relações paritárias; Inadimplemento; Resolução; Acordos de acionistas; CIENCIAS SOCIAIS APLICADAS::DIREITO::DIREITO PRIVADO::DIREITO CIVIL

This work seeks to investigate the termination of political shareholders’ agreements as a remedy for the breach of obligations arising from the objective good faith principle. For such, the first chapter will aim to specifically outline which duties arise upon the parties of the shareholders’ agreements. This task will demand an investigation on the contours of the principle on parity-based contracts, and, afterwards, to better delimitate objective parameters for the assessment of the duties emanated to the parties of the shareholders’ agreements, an analysis of the notions of parassocial and multilateral agreements. Having the objective criteria for the purposes of assessment of the obligations arising from the objective good faith on the parties of shareholders’ agreements, the first chapter will also study the legal consequences of the inobservance of said obligations under the approach of performance as satisfaction of the creditor’s interests. The second chapter aims to investigate the incidence of the contract termination as a remedy to breaches of the good faith duties upon the political shareholders’ agreements. Firstly, revision propositions will be made on the classic doctrine of the termination of multilateral agreements, by defending the incidence of this remedy to the breach of shareholders’ agreements, according to today’s contract law commentators. Subsequently, parameters will be drawn for the purposes of inquiry of the loss of the creditor’s interests on shareholders’ agreements. As the main arguments related to the possibility of termination and its main criteria have been delimitated at this point, revisions upon corporate law commentators will be made on alleged issues relating to express termination covenants on shareholders’ agreements, by claiming there are no reasons to understand that the law would forbid such covenants in shareholders’ agreements. Lastly, the second chapter will draw comments on the termination of shareholders’ agreements that have been signed within the context of major corporate agreements, focusing specifically in answering the question as to when the termination of a shareholders’ agreement may also entail the termination of other agreements and corporate acts produced and signed in a given corporate deal structure. The third chapter will then investigate the three effects arising from the contract termination (liberation, restitution, indemnification), also drawing comments to their application considering the specificities of shareholders’ agreements.