Dissolução parcial em sociedades anônimas fechadas: efeitos jurídicos e a desvirtuação do direito de retirada

Abstract

The purpose of this paper is to analyze the exercise of the right of withdrawal in corporations, addressing its origin, evolution and application in Brazil and in other jurisdictions, such as Italy and the United States. Initially, the study explores the distinctions between the types of company provided for in Brazilian law, with an emphasis on corporations and the abuse of power by controlling shareholders, which can trigger internal conflicts and make it impossible for dissenting shareholders to remain. A comparative analysis of the right of withdrawal is then carried out in the light of different legislative systems. The work highlights Italian legislation, a pioneer in the introduction of the institute, and American legislation, known for its innovations in the field of business law. The study also traces the history of the right of withdrawal in the Brazilian legal system, from its introduction to the transformations that took place during the 2000s, when the institute became more widely recognized and applied by the higher courts. Finally, the study examines decisions of the Superior Court of Justice (STJ) that address the trivialization of the right of withdrawal, revealing how judicial interpretation has contributed to its flexibilization, especially in cases of partial dissolution of the company. The analysis of practical cases shows the impact of this jurisprudential evolution on corporate relations, highlighting the need for a balance between the individual shareholder's right to withdraw and the preservation of business continuity. In this way, the paper seeks to contribute to a critical understanding of the right of withdrawal, its practical application and its implications for corporate governance and the stability of joint stock companies in Brazil