In a recent decision[1], the 3rd Panel of the Superior Court of Justice ruled that the creditor can seize shares of the debtor that are part of the share capital of a company undergoing judicial reorganization, given that the change in assets does not imply a reduction in the assets of the company being reorganized.
Originally, the case dealt with a debt related to the termination of a real estate purchase and sale agreement, and the creditor applied for the debtor’s legal personality to be disregarded in order to be able to collect from its partners.
In this way, the request to seize the shares of the partners in the company was granted in the first and second instance and upheld in a unanimous decision by the 3rd Panel of the Superior Court of Justice.
In addition, reporting Justice Ricardo Villas Bôas Cueva explained that: “The appellants are confused when they claim that the seized assets belong to the company undergoing judicial reorganization. In fact, they form part of the company’s share capital, but are owned by the shareholders and can therefore be seized”.
This type of seizure had already been authorized by the Superior Court of Justice in judgments centered on the risk of breaking the association between the partners due to the entry of outsiders into the ranks of limited liability companies.
The difference with this new understanding is that the seizures were carried out on a publicly traded company whose characteristic is the free circulation of the shareholding, which makes it possible to trade shares on the securities market.
Marcos Martins Advogados is attentive to the latest case law and discussions in all areas of the Judiciary in order to provide adequate and effective advice to its clients.
[1] REsp n.2.005.518
