Ação de responsabilidade civil contra o administrador nas sociedades anônimas: aspectos processuais

Abstract

The present essay study addresses civil damages action provided for in art. 159 of Law No. 6404, December 1976, under the perspective of civil procedure. Analyzes the main characteristics of this type of corporate action and the requirements of the Brazilian Corporate Law, which often end up impeding the processing of these actions, which largely are terminated without resolution of the merits, for lack of any of the conditions of the action or condition for the regular processing demand. These peculiarities about the legitimacy of the active ad causam of the company and its shareholders, as well as the need for prior cancellation of accounts that were approved in error, deceit, fraud or simulation for the configuration of duty to indemnify. Discusses the problems involved in cases where the defects in the accounts came to light only in the later time period of two years referred to in art. 286 of Brazilian Corporate Law to the filing of the action for annulment of the act addict. Analyzes the prevailing understanding of the Federal Court of Appeals on the matter and in the end brings together the main findings about the civil damages action provided in art. 159 of Brazilian Corporate Law, and make suggestions for amendment of the law to facilitate the accountability of absentees administrators.