Smart contracts e acordo de acionistas: soluções e desafios para a cláusula de call option

Abstract

The new technologies present developments that directly impact the legal field; thus, it is essential to adapt new legal concepts to the current legal framework. In this context, the central proposal of the study is to examine the adoption of smart contracts in the corporate sphere and their potential benefits or infeasibility. To achieve this, an analysis of smart contracts was conducted, followed by an assessment of the feasibility of the hybrid shareholders' agreement. The overall objective of the study embraces the premise of exploring the possibility for public companies to opt for the hybrid shareholders' agreement, with a programmed call option in a smart contract. In terms of methodology, the applied method follows the legal-sociological approach. Regarding the research type, the study aligns with the legal-projective classification according to Witker (1985) and Gustin (2010). The reasoning employed was predominantly deductive. In the concluding remarks, it is evident that the application of smart contracts in shareholders' agreements requires further development, considering technological challenges and inherent pitfalls in this contractual model. Therefore, the suggested response to the academic problem is that technology needs to evolve, for example, through the implementation of a suicide code, to ensure the protection of corporate interests aligned with the benefits of smart contracts. In other words, at present, the application appears to be fraught with risks.