O Artigo 254-A da lei das sociedades por ações em estruturas de controle minoritárioentre a vocação protetiva e a insuficiência regulamentar

Resumo

This study investigates the extent to which the regime set forth in Article 254-A of the Brazilian Business Corporation Act is capable of adequately protecting minority shareholders in transactions involving the transfer of minority corporate control in Brazilian publicly held corporations. It departs from the understanding that the mandatory public offering for transfer of control, by guaranteeing tag along rights in an amount of at least 80% of the price paid per share to the controlling block, seeks to socialize the control premium and safeguard investors’ expectations in the event of a change of control. The increasing diffusion of minority control structures, however, challenges the original design of this mechanism and raises doubts as to its effective reach in scenarios in which control is exercised with equity shares below the majority of the voting capital. Methodologically, the study combines documentary research, literature review, and case analysis. It first reconstructs the normative evolution of the public offering for transfer of control and the consolidation of Article 254-A. It then examines the different forms in which corporate control may be exercised, the regulation issued by the Brazilian Securities Commission (CVM), the doctrinal debate on the application of Article 254-A to transactions involving minority control and the self-regulation experiences developed by B3 and by the former Mergers and Acquisitions Committee. Finally, the study analyses CVM Administrative Process No. RJ2009/1956, the only precedent in which the authority expressly addressed an allegation of transfer of minority control for the purposes of applying Article 254-A. The results indicate that the current framework does not afford satisfactory protection to minority shareholders in transactions involving the transfer of minority control. This shortcoming stems less from the legal text and more from a regulatory gap: the absence of clear criteria for assessing the stability of minority control, combined with an interpretive rationale anchored in the paradigm of majority control. Therefore, the study concludes that there is a need to improve infra-legal regulation so as to align the protective purpose of the tag along mechanism with the specific features of minority control structures.

Ficha do documento

Tipo

Outro

Ano

2025

Instituição

Fundação Getulio Vargas

Fonte

Repositório da FGV

Idioma

Português

Acesso

Acesso aberto

Identificador

oai:repositorio.fgv.br:10438/38303

Palavras-chave

Controle minoritárioArt. 254-A da LSAOPA por alienação de controleProteção de acionistas minoritáriosTag AlongMinority controlArticle 254-A of the brazilian business corporation actPublic offering for transfer of controlProtection of minority shareholdersDireitoBrasil. [Lei das sociedades por ações (1976)]Controle administrativoRegulamentação