Post by account_disabled on Mar 6, 2024 5:30:48 GMT
A former director of Sadia should not be held responsible for the company's losses. This was what the rd Panel of the Superior Court of Justice decided, which denied Sadia's appeal. The company claimed that it suffered billion-dollar losses from unauthorized financial transactions with derivatives. In just one operation, in September , the loss generated by the exchange rate disparity was more than US$ billion. The Court understood that the board's accounts were approved at a general meeting, which exempts the former director. The rd Panel of the STJ fully followed the vote of the reporting minister, Ricardo Villas Bôas Cueva.
The STJ had the same understanding as the São Paulo Court of Justice. The second instance considered that, because the ordinary shareholder meeting, held on April , , had approved without any reservation the administrator's accountability, there would be no way to hold him liable in the civil sphere.
Sadia, however, claimed that the shareholders had, implicitly, rejected the accounts of the aforementioned former director, in view of the result of a previous extraordinary meeting, held on April , which authorized the filing of BTC Number Data the action. He also claims to have suffered billion-dollar losses in unauthorized financial operations with derivatives, carried out by the defendant. In just one operation, in September , the loss due to exchange rate disparity was more than US$ billion.
Villa Bôas highlighted that, according to article of Law ,/ (Corporations Law), a company can, in fact, decide at a meeting whether to file a civil liability action against the administrator who causes it losses. On the other hand, he recalled that article of the same law exempts the executive from responsibility if its accountability is approved without reservations.
“In the case of approval of the accounts, the prior deliberation of the general meeting would not be enough to bring the civil liability action, but rather, before or concomitantly, the filing of the action to annul the meeting that approved the accounts”, he stated.
The minister also highlighted that, according to the records, the action was proposed only two months after the approval of the accounts. Therefore, there would be no longer any way to sue the former director without annulment of the meeting. “In this line of reasoning, only after the sentence that accepts the annulment has become final, due to the occurrence of the aforementioned defects, is it possible to file a liability action”, he explained.
The STJ had the same understanding as the São Paulo Court of Justice. The second instance considered that, because the ordinary shareholder meeting, held on April , , had approved without any reservation the administrator's accountability, there would be no way to hold him liable in the civil sphere.
Sadia, however, claimed that the shareholders had, implicitly, rejected the accounts of the aforementioned former director, in view of the result of a previous extraordinary meeting, held on April , which authorized the filing of BTC Number Data the action. He also claims to have suffered billion-dollar losses in unauthorized financial operations with derivatives, carried out by the defendant. In just one operation, in September , the loss due to exchange rate disparity was more than US$ billion.
Villa Bôas highlighted that, according to article of Law ,/ (Corporations Law), a company can, in fact, decide at a meeting whether to file a civil liability action against the administrator who causes it losses. On the other hand, he recalled that article of the same law exempts the executive from responsibility if its accountability is approved without reservations.
“In the case of approval of the accounts, the prior deliberation of the general meeting would not be enough to bring the civil liability action, but rather, before or concomitantly, the filing of the action to annul the meeting that approved the accounts”, he stated.
The minister also highlighted that, according to the records, the action was proposed only two months after the approval of the accounts. Therefore, there would be no longer any way to sue the former director without annulment of the meeting. “In this line of reasoning, only after the sentence that accepts the annulment has become final, due to the occurrence of the aforementioned defects, is it possible to file a liability action”, he explained.
