Deliberações abusivas e votos abusivos na formação das deliberações

Abstract

This Master's dissertation is fundamentally aimed at addressing the issue of abusive deliberations and abusive votes. Abusive company deliberations are regulated in our legal system in Article 58 nr.1 paragraph b) of the Commercial Companies Code. The vote is an individual participative instrument through which the member can express its will in the collective organization and act actively in the management of the company's interests. Corporate resolutions may be affected, mainly as to their content, by the abusive exercise of the voting rights of shareholders, who tend to pursue their private interests, for which reason the legislator has sanctioned such conduct with the annulment of there solution in question. Consequently, resolutions approved with the intention of one or more members obtaining, through their voting rights, special advantages for themselves or third parties, without taking into account the corporate interest or even against it, maybe annulled. We are dealing with deliberations that are materially regular, but which threaten the interests of the company or the members, constituting a disturbance to the normal functioning of the company, in such a serious manner as to justify the hypothesis of their invalidation. Abusive corporate resolutions may take two different forms, and it is also necessary that they satisfy certain requirements to be considered abusive and, consequently, voidable. The figure of the "evidence of resistance" appears in the final part of article 58 nr.1 paragraph b) of the Commercial Companies Code, allowing that a resolution is still considered valid if it is proved that it would also have been taken without the corresponding abusive votes. In this sense, it is important to verify the relevance of abusive votes for these resolutions, which raises a broad discussion within the doctrine. The principle of abuse of rights has an enormous significance and preponderance within the scope of Civil Law. Its application to Corporate Law, namely abusive resolutions, has divided doctrine and jurisprudence into two opposing theses

Date of Award	29 Sept 2022
Original language	Portuguese
Awarding Institution	Universidade Católica Portuguesa
Supervisor	Paulo Olavo Cunha (Supervisor)