Governança corporativa: as transações com partes relacionadas nas sociedades anônimas de capital aberto após a Lei n. 14.195/21

Abstract

This article aims to analyze the impacts provided by Law 14,195/21 on Brazilian Corporate Governance methods by modifying Article 122, item X, of Law 6,404/76, the Law on Joint Stock Corporations. The change that first came through Provisional Measure 1.040, converted into Law in August 2021, modified the jurisdiction to rule on transactions between related parties in public limited liability companies, transferring responsibility for decisions on the subject to the general meeting. At work, we will discuss how transformations can help minimize agency problems between majority shareholders, often controllers, and minority shareholders, since, because they have little information about the decisions made by the controllers regarding transactions between related parties, they may be victims of fraudulent transactions and have their economic acquis impaired. To this end, we will analyze the new legal provisions, the role of the Securities Commission (CMV) in the elaboration of guidelines on transactions between related parties and the work developed by Professor Fabrício Oliveira de Souza, which proposes a three-phase method for analysing corporate governance problems. In the work, the author uses the approach with respect to groups of societies. In the present work, we will use the method to analyze the public limited company, regarding conflicts of interest (agency problems) existing between majority and minority shareholders. In addition, we will examine whether the law has been able to internalize the interests of other stakeholders. Finally, we will make critical comments on the new legislation.