CONTROLLER'S DUTIES OF LOYALTY

Abstract

The text recognises the three types of agency problems present in the corporate structure: a) those arising from conflicts between directors and shareholders; b) those arising from conflicts between controlling and minority shareholders; c) those existing between creditors and the company (and its shareholders). It recognises that in Law 6.404/1976 there is a duty imposed on the controlling shareholder who, in addition to dominating the shareholders' meeting and electing the majority of the directors, must ensure that the company fulfils its social function and achieves its corporate purpose, verifying its own activity, as well as that of the directors, in order to prevent or correct defects in the exercise of their functions, measured by their legality or administrative convenience. This power and duty to lead the company directly or indirectly is shaped by the duties imposed on the controlling shareholder, with special emphasis on the duty of loyalty. The controlling shareholder's civil liability is mobilised as one of the possible sanctions in the event of non-compliance with their duties of loyalty.

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