S.A. Law governs nullities in assembly when decisions affect only intrasocetary relations

Recently, the Superior Court of Justice has reaffirmed an important understanding of the law of lawsuits (S.A. Law). In a relevant decision for corporate law, the Superior Court has defined that nullities in general assemblies must be governed by the S.A Law. When decisions impact only intrasocetary relations. This decision strengthens the application of specific legislation for cases of internal disputes between shareholders, highlighting the autonomy of corporate law in relation to other areas of law.

Understanding the decision

The decision of the STJ addresses situations in which decisions made at general assemblies can be considered null or nullable. According to the law of S.A., nullity can be declared when deliberations violate legal or statutory provisions, especially when they affect the rights of shareholders or the structure of the company. The main focus is to ensure that the company's internal rules are respected, promoting legal certainty and predictability in relations between shareholders.

Intrasocietary Relations

Intrasocetary relations refer to interactions and disputes that occur exclusively among shareholders of a company, without direct impact on third parties. The decision of the STJ stresses that, in these cases, the application of the law of S.A. is essential to resolve conflicts, as it offers a specific set of norms that regulate the internal dynamics of companies by stock. This includes from corporate governance issues to the protection of minority shareholder rights.

Practical Implications

For companies and their shareholders, the STJ's decision brings clarity and security. By ensuring that intrasocetary disputes are resolved according to the S.A. Law, the Court ensures that conflicts are treated within the appropriate legal framework, avoiding divergent interpretations and the application of rules from other areas of law.

In addition, the decision highlights the importance of general assemblies as the main forum for decision making and conflict resolution within companies. Shareholders must be aware of their rights and obligations, as well as the rules governing their interactions, to ensure the legality and validity of deliberations. 

The STJ reaffirmation of the application of the S.A. Law in cases of assembly nullities when decisions only affect intrasocetary relations is an important milestone for Brazilian corporate law. This understanding provides a solid basis for the resolution of internal disputes, strengthening corporate governance and protecting shareholders' rights.