In a unanimous vote, the 3rd Panel of the Superior Court of Justice recognized the impossibility of seizing stock options due to the very personal nature of the right to purchase company shares.
But what are stock options?
Stock options consist of an option plan to buy shares in a company offered to employees as a form of incentive, which allows them to acquire shares in the future at a pre-established price. In other words, they are a form of incentive offered by companies, allowing their employees to buy shares in the company in the future at a pre-set price. In general terms, it is a way of engaging employees in the company’s growth.
Case analyzed by the STJ
The case analyzed involved the execution of an extrajudicial instrument in which the court of first instance authorized the seizure of the defendant’s rights to purchase shares, under the conditions offered to him in the purchase option plan, provided that the plaintiff, who requested the seizure, would bear the costs of this acquisition.
In other words, a creditor requested the attachment of the right to purchase shares of an employee who was part of a stock option plan, as a way of guaranteeing the payment of a debt. The judge at first instance accepted the attachment on the condition that the creditor paid the amount needed to purchase the shares.
However, the São Paulo Court of Justice dismissed the attachment granted at first instance on the grounds that the acquisition of the shares is the sole responsibility of the defendant, as he is the beneficiary of the call option plan.
In the judgment of the special appeal filed by the executor, the STJ reaffirmed the understanding adopted by the court of origin, considering that the right to purchase options is of a very personal nature, i.e. it can only be exercised by the beneficiary of the stock option plan signed between the employee and the company.
Why can’tstock options be seized?
In his opinion, the rapporteur, Justice Ricardo Villas Bôas Cuêva, points out that stock options are granted exclusively to the company’s employees, and that this exclusivity gives the right to purchase options a very personal nature.
He goes on to conclude that “making it possible for an unknown third party to exercise the call option right means not only imposing that the company establish a compulsory business relationship with a stranger, a fact which in itself is already contradictory, but also deprives the company of the advantage it sought to achieve by setting up the management instrument that originated the right under discussion”.
Thus, the 3rd Panel dismissed the special appeal filed by the plaintiff and recognized the impossibility of seizing the stock options.
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