Corporate Liability Lawsuits Against Officers, Directors, and Controlling Shareholders: An Empirical Overview of the Brazilian Experience

Abstract

The purpose of this paper is to explore the characteristics and use of corporate liability lawsuits against officers, directors and controlling shareholders (arts. 159 and 246 of the Brazilian Law of Corporations), between 1987 and 2023, within the scope of the state Courts of São Paulo (“TJ/SP”), Rio de Janeiro (“TJ/RJ”) and Minas Gerais (“TJ/MG”), with the following objectives: (i) to identify the number of suits related to the application of arts. 159 and 246 of the Brazilian Law of Corporations; (ii) to ascertain which players are responsible for filing them, contrasting the participation of corporations (direct lawsuits) with that of shareholders (derivative lawsuits); (iii) to identify the distribution of lawsuits over the years, trying, if possible, to observe any pattern of growth in the filing of lawsuits; and (iv) to explore the outcomes and results of the lawsuits before the Courts of the TJ/SP, TJ/RJ and TJ/MG, in order to understand how corporate liability suits have been addressed and dealt with. To this end, judgments were collected from an independent, comprehensive survey conducted by the author in the search platforms of each of the Courts, which were then separated and grouped into a database responsible for guiding the analysis.