Os deveres de conduta dos administradores de companhia aberta: uma análise funcional da responsabilidade civil no âmbito da Lei 6.404/76

Abstract

This paper aims to address the civil liability of director of public companies under a functional perspective of the existing mechanisms foreseen in Brazilian legislation. It is known that one of the greatest challenges currently in civil-corporate law is how to determine the civil liability of directors of public companies for damages arising out of its routine management acts. The corporate law (Law 6.404 / 76) expressly established fault as the main factor to determine civil liability of these directors, highlighting the subjectivity and the disapproval of their conduct, which in practice, and in many cases, prevents the act to stand out due to complexity of the business activity, usually composed of a multitude of interrelated acts and with undefined results in nature. Thus, this paper discusses the various standards of conduct that directors should implement to reduce the risk of damage to the company, to shareholders and to third parties indirectly affected. In addition, some procedural aspects foreseen in the corporate law are presented, which uphold the difficulty to carry out the civil liability of directors under the public companies.