O conflito de interesse como forma de exercício abusivo do direito de voto do acionista na companhia: uma análise das teorias do conflito formal e do conflito substancial de interesse

Abstract

This investigation aims to explore the conflict of interest between the stockholder and the company as one of the hypotheses of abusive exercise of the stockholder's right to vote, analyzing two interpretative currents related to the configuration of the unconscionability of the vote cast in conflict of interest: formal conflict theory and substantial conflict theory. Through the study of specialized doctrines and the administrative jurisprudence of the brazilian Value's Commission of the Financial Tittles (CVM). Firstly, we’ll discuss the concept of the abusive exercise of the stockholder's right to vote, as well as the hypotheses brought by the legislation and, subsequently, the two interpretative currents will be explored related to the hypothesis of the conflict of interest, demonstrating the CVM's recurring change of understanding in applying the conflict of interest as an abuse of voting rights. Finally, was concluded that it’s necessary the law’s reform to the legislator makes clear his intention on the correct way to interpret the conflict of interest, because the doctrinal lessons are not enough to conclude which of the two interpretative currents it is legally correct in view of the grounds presented by both sides.