Responsabilização das companhias abertas por danos aos investidores: as possíveis consequências e os eventuais efeitos contra intuitivos

Abstract

This research aimed to analyze the possible consequences and the occasionalcounter-intuitive effects of the civil liability of publicly companies for informational failures inthe capital market, exclusively within the secondary market, and including its potentialresponsibility in repairing the damages caused to its investors. For that purpose, it wasconsidered the experience of the United States of America through the Fraud-On-The-MarketTheory and the doctrinal ponderations regarding it, having as reference the already identifiedpractical results of its application, as well as the considerations already faced on the liability ofcompanies in the European Community, due to the greater similarity of its capital markets withthe Brazilian market, and in especially regarding the presence of a controlling shareholder or agroup of controlling shareholders. Therefore, the study brought to the Brazilian reality somecritical considerations about the companies' liability, due to the failure to comply with theobligation to disclose information, for losses caused to its investors, having as a parameter theforeign experiences in this sense and the analyzes of national and international doctrine of thisaspect. The research focuses on the counterintuitive effects of the aforementioned liability,contributing to the understanding of the costs and benefits that should precede the filing oflawsuits in this sense, not taking into account procedural issues or civil liability actions, butrather having as reference the Law and Economics literature for the construction of an ex anteanalysis.