Shareholders Agreement: mechanism for protecting minority shareholders in publicly traded corporations in the Brazilian law

• Grant number: 14/12326-0
• Support Opportunities: Scholarships in Brazil - Scientific Initiation
• Start date: September 01, 2014
• End date: August 31, 2015
• Field of knowledge: Applied Social Sciences - Law - Private Law
• Principal Investigator: Emanuelle Urbano Maffioletti
• Grantee: Laísa de Oliveira Ferneda
• Host Institution: Faculdade de Direito de Ribeirão Preto (FDRP). Universidade de São Paulo (USP). Ribeirão Preto , SP, Brazil

Abstract

The shareholders agreement is usually adopted for the "guild of forces" ( VERGUEIRO, 2010 , p.217 ) between the controlling shareholders of a corporation. The shareholders meet to organize the control, discipline the exercise of shareholders' rights relative to vote and sale of shares, as well as dealing with the organization of society, defining principles and developing social management that will guide the company. On the other hand, for those shareholders that are not included in the control groups, the mechanisms of organization and realization of their rights are restricted. Such conflicting positions is quite evident in publicly traded companies, where there is still a shapeless structure of capital and minority shareholders usually do not come together.In this context, this research proposes the shareholders' agreement as a mechanism for strengthening the rights of shareholders who do not have control in publicly traded corporations, through the direction of interest for the acquisition of right, in particular those that relate to supervision and participation in social management. Therefore, the same part of the legal bases of the shareholders' agreement to apply it to the group of minority shareholders - may characterize atypical when considering the classical model of shareholder agreements aimed at organization of social control. And yet, part of the rights of minority and mechanisms to protect themselves in publicly traded corporations, with the expectation that the results confirm the use of the shareholders' agreement as a contractual instrument that will bring greater protection to the rights of the minority and diversification of centers of relevant interests in publicly traded companies, and perhaps modifying the predominant organic model these types of companies, currently marked by over-centralization of power by the controllers.