Proposals on changes to the Article 115 of the Corporate Law give rise to debate

In his first public participation as Amec’s CEO, Fábio Coelho advocated for the rules to preserve equal conditions in situations involving conflict of interests under the Law 6,404/76, in the Discussion Group “Is it time to change the article 115 of the Corporate Law?”, promoted by the Capital Aberto magazine, in October.

Left to right: Emerson Drigo, FGV professor; Pablo Renteria, PUC-Rio professor; Adriana Pallis, lawyer at Machado Meyer Advogados; Otávio Yazbek, President of CAF; Luciana Dias, representative of IBGC; and Fábio Coelho, Amec’s CEO.

During the event, Amec’s CEO remembered the recent attempt to neutralize such protection and highlighted that “the initial idea was in line with objectives that undermine the advancements towards promoting good corporate governance practices in the country. At this moment, the Parliament abandoned the project to make changes to the law, but there is still risk of new arguments about the topic that open room for broader discussions.”

The Corporate Law has created a number of rights and safeguards to protect investors in unbalanced situations. However, there is an expectation among market’s agents as to the updating of the provisions of the Article 115. The objective would be to further clarify the prohibition on exercising conflicting votes and eliminate the legal contortions that allowed negative cases in the past in the Brazilian capital markets.

Coelho points out that, to advance the discussion, market’s agents need to promote a broader debate. He highlights that the matter involving changes to the corporate law is very sensitive and that the possibility that minor changes in words can significantly alter the meaning of the law should not be ignored.

The Discussion Group was also attended by Adriana Pallis, lawyer at Machado Meyer Advogados; Emerson Drigo, FGV professor; Luciana Dias, former Director of the Brazilian Securities and Exchange Commission (CVM) and representative of the Brazilian Institute of Corporate Governance (IBGC); Otávio Yazbek, President of the Brazilian Takeover Panel (CAF); and Pablo Renteria, former Director of CVM and PUC-Rio professor.

Read the article  Voto em conflito na Lei Societária: a supremacia da eficiência econômica sobre a presunção da boa-fé (“Conflicting Vote in the Corporate Law: the Supremacy of the Economic Efficiency over the Presumption of Good Faith”) by Fábio Coelho, Amec’s CEO, published in Valor Econômico newspaper.