Personal responsibility of managers and shareholders and the disregard doctrine

Abstract

THE FOLLOWING ARTICLE PRESENTS AN ALERTS ON THE PROBLEM OF THE RECURRING “DISREGARD DOCTRINE” IN BRAZIL. IT FACES THE BASES OF THIS THEORY WITH THE BRAZILIAN COURTS’ PRACTICES AND CLARIFIES THE DIFFERENCE BETWEEN DISREGARD DOCTRINE AND PERSONAL RESPONSIBILITY OF MANAGERS AND SHAREHOLDERS. IT SEEMS TO BE A SUBVERSION OF THE MECHANISM OF PROTECTION OF THE COMPANY FOR THE ATTENDANCE OF OTHER INTERESTS. THIS ATTITUDE CAN HARM THE LEGAL SECURITY, GENERATE OBSTACLES TO DEVELOP ENTERPRISES IN A FREE MARKET, DISCOURAGE PRODUCTIVE INVESTMENTS, HINDER THE GROWTH, AND, IN LAST INSTANCE, HARM BRAZIL’S GROWTH.