Acordos de acionistas das sociedades de economia mista de capital aberto

Abstract

The private and government-controlled companies have a huge importance in Brazilian economy. These companies are responsible for essential activities to economic development, create thousands of jobs, provide investments to sectors poor of resources, and still contribute to the implementation of Brazilian capital markets, due to their significant daily trading volume. The jointly investment of public and private capital contributes to financing complex activities or those which would be impossible to reach having only private or public investors. The duality of legal systems experienced by these companies imposes various trammels to its full development in a competitive environment, resulting in structures often rigid and complex. The management of these companies is a daily challenge to their controlling shareholder, the Public Entity, their managers, who have to deal everyday with rigid rules from Public Law and the high demand from private sector for efficiency and dividends, particularly to listed companies. These companies still have to lead their activities accordingly to public interest, considering that private andgovernment-controlled companies are constituted to comply with collective concern or national security imperative. To meet these distinct concerns, one question arises: the possibility of using the stockholders agreement in private and governmentcontrolled companies, an institute from Corporate Law which is able to reconcile the interests of many different species of shareholders. The stockholders agreement, which provides the guidance to the exercise of voting rights and control stock, to the management of the company and leads the transfer of shares, lends regularity to the company management and protects minority rights which need to aggregate a minimum amount of stocks. However, there is no substantial discussion by jurists. There are dissonant opinions on the use of stockholders agreements in private and government-controlled companies, and there is no combined analysis of Administrative Law and Corporate Law. Given the legal framework of private law of private and government-controlled companies, the stockholders agreements can beused as a combining tool of public and private interests. But still remains the obligation of maintaining the stock control under Government property. This review intends to discuss therefore the possibility using stockholders agreements in of shareholder agreements in private and government-controlled companies, including the analysis of specific cases to better reflect on the theme.