"PUBLIC AND PRIVATE MECHANISMS ESTABLISHED TO MINORITY SHAREHOLDERS TO ACHIEVE CIVIL REPARATION IN THE FACE OF HARMFUL CONDUCTS PERPETRATED BY ADMINISTRATORS AND CONTROLLERS: A COMPARATIVE ANALYSIS OF THE EXPERIENCE IN BRAZIL AND NORTH AMERICAN".
Corporate Law; minority shareholder; civil liability.
The research is aimed at analyzing to what extent the public and private mechanisms established in Brazilian legislation allow minority shareholders to achieve civil reparation in the face of harmful conducts perpetrated by administrators and controllers within the scope of Brazilian companies. Through exploratory research, especially including bibliographic and normative survey, this work analyzes the civil liability of administrators and controllers from the perspective of the institutionalist theory; the mechanisms established in Brazilian legislation to achieve the reparation of civil damage suffered by minority shareholders; the mechanisms established in North American legislation to achieve the reparation of civil damage suffered by minority shareholders; and the contributions of the US legislation to the challenges faced by shareholders trading shares in Brazil. The purpose of this work is to identify the public and private mechanisms that are established in Brazilian legislation to achieve civil reparation of damages suffered by minority shareholders and to identify the existing challenges to consolidate the right to civil reparation. The dissertation has found that, in terms of Brazilian regulation, the minority shareholder does not have effective public and private mechanisms to consolidate its material right to be refunded for the illegal acts committed by managers and controllers yet.