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

Authors

  • Rodrigo Bellotti Azevedo

DOI:

https://doi.org/10.18060/28784

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.

Author Biography

Rodrigo Bellotti Azevedo

Bachelor of Laws (LL.B.) from FGV Rio Law School and International Visiting Student at Harvard Law School. Former researcher at the Center for Justice and Society of FGV Rio Law School. Licensed attorney under the Brazilian Bar Association. This paper is based on the independent research survey I conducted for my dissertation thesis presented to FGV Rio Law School, awarded as the runner-up to the Miranda Rosa Award for Best Quality Thesis. For guidance and mentorship, I thank Professor Fabiano Robalinho Cavalcanti. For helpful comments and suggestions, I thank Professor Nelson Eizirik and Professor Márcio Guimarães.

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Published

2025-02-05

Issue

Section

Articles