As operações societárias nas sociedades de economia mista

Abstract

This dissertation approaches the subject of corporate transactions in mixed-capital companies and as such, both institutes are analyzed together in order to demonstrate that the corporate transactions may not be completed in case mixed-capital companies do not chase the primary public interest. A chronological/logical order must be followed in order to understand the reason why the corporate transactions could be completed, with no interference on the purposes of the mixed-capital companies or being against the Federal Constitution. Therefore, we thoroughly analyze the principles of public law - especially those predicted by the Federal Constitution - to comprehend the origin of the so called primary public interest and the consequent necessary measure control of the principle of legality over corporate transactions by the principle of proportionality/reasonableness. From this study, we analyze the mixed-capital society on its nature, concept and legal bases. For this we basically follow the Stock Company Law and its regulation over Mixed-Capital Society, linking it, as needed, to the corporate transactions predicted in that Law. After that, we go through each type of corporate transaction such as transformation, spin-off and consolidation, showing their various forms and their doctrine and jurisprudence when related to the mixed-capital society, including the acquisition of the corporate interest, which as per a didactic-logical presentation order option was reviewed in mixed-capital society chapter. Finally, we suggest the fundamental principles to be applied with more emphasis and with special attention to the principle of proportionality/reasonableness, otherwise the corporate transaction in mixed-capital companies risks failing to complete due to our puzzling and slow going legislative process, and potentially bringing losses in our competitive and dynamic market