Minority shareholders protection and regulatory governance.

Abstract

This article analyzes whether the regulatory objectives of MP n. 1.040/2021, converted into Law n. 14.195/2021 were achieved, with regard to the changes promoted in Law n. 6.404/1976 and if the legislative innovations in question had the effect obtained in the field of companies that they intend to regulate, in the sense of effectively increasing the degree of investor protection (and the development of the capital market). To this end, it contextualizes the regulatory environment of companies listed on B3 and examines whether such changes are compatible with the minority protection system designed by the Brazilian Corporate Law. Next, it undertakes an analysis regarding the restriction of the effectiveness of the rule of article 122, item X, of Law n. 6.404/1976, amended by Law n. 14.195/2021, which imposed the obligation of deliberation by the general meeting of matters that deal with related parties transactions, due to the change in the interpretation of article 115, paragraph 1, thereof legal diploma, by the Comissão de Valores Mobiliários. It comes to the conclusion that changes in the interpretation of rules that are made by the regulatory body can have the effect of withdrawing or restricting the objectives intended by the legislator. In addition, it indicates the importance of broadening the debate on possible changes to the wording of article 115, paragraph 1, to define how the determination of the conflict of interest in Brazilian corporate law should occur, so that the issue is not subject to the understanding that alternate from time to time, due to changes in the composition of the collegiate body of the regulatory body, it points to the inadequacy of using provisional measures for changes that impact the shareholder protection system provided for in the Corporate Law and the existence of conditions that made regulatory objectives unfeasible aimed at amending Law n. 6.404/1976.