A venda de ativos na recuperação judicial e o contrato de stalking horse

• Autor(a) principal: Garcia, Rodrigo Saraiva Porto
• Data de Publicação: 2019
• 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/1/9447
• topic: Corporate law; Judicial reorganization; Sale of assets; Stalking horse; Direito empresarial; Recuperação judicial; Venda de ativos; Stalking horse; CNPQ::CIENCIAS SOCIAIS APLICADAS::DIREITO

This work aims to examine the sale of assets in judicial reorganization and the use of the stalking horse agreement in Brazilian Law. To do so, initially, this study intends to explain how asset disposition works in a judicial reorganization process, both in the form of art. 66 of Federal Law no. 11,101/2005 and under the terms of the plan of reorganization. In addition, it discusses the choice between the different modalities of asset sales provided by arts. 142, 144 and 145 of Federal Law no. 11,101/2005, the inexistence of successor liability of the purchaser in the obligations of the seller, the problem of overturning the court order authorizing the sale and the problem of submitting bids lower than the asset valuation price. Based on the premises established for the sale of assets in judicial reorganization, the study analyzes the stalking horse agreement in light of the American experience, with the layout of its common stipulations. Thereafter, it deals with the possibility of signing atypical contracts, the legal nature of the judicial reorganization process and the appropriate time for the conclusion of the stalking horse agreement. Finally, the study lays out a proposal for the adoption of the stalking horse for asset disposition in the judicial reorganization process, through a process of internalization of the institute for Brazilian Law that respects and conforms to the legal order of the country, the prevailing case-law and the negotiating customs.