Análise dos deveres do administrador em S.A. que geram responsabilidade: diligência, lealdade e informação

Abstract

The Sociedade Anônima (S.A.) stands out in the Brazilian legal system as the most efficient and advanced type of company for raising funds, consolidating itself as a central object of study in the globalized world. This corporate model was designed to meet contemporary economic demands, promoting the separation of assets, the free circulation of shares and other sophisticated mechanisms. The S.A. is made up of corporate bodies that perform acts and express the company's will in an integrated manner. These bodies include the Board of Directors and the Executive Body, and within these bodies there is the figure of the Board Members and Officers, who is responsible for the day-to-day running of the company. The position in the company's management gives the Officers significant responsibilities, especially with regard to fulfilling fiduciary duties, which aim to protect the interests of the company, the shareholders and the stock market as a whole. Among the fundamental fiduciary duties of Officers are the duty of diligence; the duty of loyalty; and the duty to inform, which are indispensable for preventing conflicts of interest, the misuse of privileged information and other practices that could compromise the integrity of the company and the market. The purpose of this paper is to explore, in a non-exhaustive manner, the fiduciary duties that generate liability for Board of Directors and Officers in the context of the Brazilian Corporations Law (Law No. 6404/76)