Abuso de minoria societária

Abstract

His paper addresses the issue of rights of the minority members, specifically the abuse of them. Currently we have a concern of the legislature to grant regulatory protection to corporate partners who have a lower share of equity capital, in order to avoid that they stay damaged by less correct behaviors of members before holders of greater social capital and, therefore, being able to influence the destiny of society. However, focusing on the protection of minority shareholders, the legislator seems to have forgotten that the majority may also require that their rights must be respected, especially when the minority incurs a misuse of rights conferred to it. The subject of this work is the consideration of legislative solutions to be applied in these cases, once the Commercial Code of companies are not specific based on this issue. When the minority partners exercise their right to vote in an abusive way, preventing a deliberation of approval, we advocate the usage of the 58th article, paragraph 1 (b)) (Defined for majority abuse), considering the negative deliberation’s theory, i.e. The resolution is the rejection of the proposal presented in the headquarters of A.G. The use of the 334th article CC, defended by some doctrine, does not seem acceptable to us, given the circumstances of unrighteousness that would occur at a level of different deadlines for the filing challenge and action requirements, depending on whether there is a majority or minority abuse. In our approach, we consider that positive minority abuse covers the usage of rights and faculties assigned to minority partners improperly, but off an A.G.. Here, if the holder of certain rights exceeds the limits imposed by good faith, by the morality or the end of the social and economic rights, it should be applied 334th article CC.

Date of Award	30 Oct 2017
Original language	Portuguese
Awarding Institution	Universidade Católica Portuguesa
Supervisor	Armando Triunfante (Supervisor)