O papel do controle do Tribunal de Contas da União em acordos de sócios de sociedades privadas com participação estatal

Abstract

The dissertation analyzes the role of the Federal Court of Accounts (TCU) in overseeing shareholder agreements in companies with state participation, identifying advancements and challenges in this field. Initially, it was observed that the legal framework allows state participation in the economic domain through private companies, diverging from the typical prerogatives of public law. In this context, shareholder agreements were identified as strategic instruments to strengthen state control or align corporate decisions with public interests, despite being governed by private law. The research highlights relevant precedents, such as the CEMIG, SC-GÁS, and SANEPAR cases, which demonstrated an evolution in the legal interpretation of control-sharing between public and private shareholders. After analyzing 174 TCU decisions that referenced the term “shareholder agreement,” cases such as the Pasadena refinery, CPM Braxis, and Caixa Crescer also underscored the TCU's role in identifying governance failures, deviations from purpose, and issuing recommendations to improve management practices. However, they also pointed out certain shortcomings in oversight practices and overreach into jurisdictions, impacting contractual execution and the exercise of shareholder rights. Despite limitations and controversies, it was concluded that the TCU's actions regarding shareholder agreements have been, in general, technical and responsible, contributing to greater transparency and efficiency in public management.