Poison pills: a análise do instituto e sua adequação frente ao ordenamento jurídico brasileiro

Abstract

The current reality of the Brazilian market has been taken a very strong front impact to the changes arising from the dynamics of the international market. Large international companies have sprayed their shares with the aim of raising greater quantity of capital and thus increase their market power. This new shareholding dispersal environment, despite will facilitate the collection of investments in public companies, may bring vulnerability: the possibility to occur the loss of corporate control due to a hostile takeover. This work is dedicated to analysis by the call poison pills: commonly inserted clauses in the bylaws of companies with the aim of hindering eventual possibility of hostile takeover. The objective is to analyze the compatibility of those provisions to the Brazilian legal system, since the institute is imported from US law. The methodology was divided into three stages. The first was the study of the main clause used in bylaws of Brazilian companies for the avoidance of taking control. The second brings the study of such a clause in light of the Law of Corporations - LSA (Law No. 6.404 / 76), particularly noting the legislative intent, teleology, which is objectified by the historical analysis of corporate law in Brazil, as well as constitutional and statutory principles governing this subject. And the last search a conclusive reflection on the insertion of foreign institute in parental planning, pointing conflicts and, finally, establishing the limits which must comply with the protective clauses.