Nullity in meeting resolutions: the problem of the fraud to law

• Grant number: 12/16771-3
• Support Opportunities: Scholarships in Brazil - Scientific Initiation
• Start date: November 01, 2012
• End date: August 31, 2013
• Field of knowledge: Applied Social Sciences - Law - Private Law
• Principal Investigator: Alcides Tomasetti Junior
• Grantee: Leonardo Anthero Auriema
• Host Institution: Faculdade de Direito (FD). Universidade de São Paulo (USP). São Paulo , SP, Brazil

Abstract

The problem of invalidity application in the company's meeting resolution is not new. Basing themselves on article 286 of the Brazilian Companies Law (law 6.404 of 1976), some authors understand that this article contains an interpretation rule of the companies law system that allow these authors to say that absolute nullities are not applied in meeting resolutions, but only relative nullities, while other authors say that absolute nullities have obligatory incidence. The current that understands that the legal regime of absolute nullities is not applied has been gaining support in the courts, having already reached a superior one. The problem has relevant traces, for the reception of one or another understanding has important practical consequences, for the legal regime of absolute nullities and relative nullities are deeply different. For thematic strengthen purposes the absolute nullity cause that shall be studied is the fraud to law. This choice is justified because this cause is new in the Brazilian Civil Code, introduced in 2002. Based on theoretical research and in courts decisions; this study aims to, in a first moment, a diagnosis of the problem as it is in Brazil, both in the doctrine and case law. When this first part is done, the research will be conducted to the legal system, where a dogmatic solution for the problem will be sought. Finally, with the results of the first and second part of the research, the problem is again faced with the proposed solution, therefore analyzing the results.(AU)