O RACIONAL ECONÔMICO COMO REQUISITO DE VALIDADE DAS MODIFICAÇÕES DE ESTRUTURA DE CAPITAL DAS SOCIEDADES ANÔNIMAS

Abstract

This study analyzes capital modifications in corporations, distinguishing between formal validity and material legitimacy of corporate acts, in light of recurring abusive practices in the exercise of control power. The methodology consists of a bibliographic review of theses, articles, and works in corporate and business law, as well as the analysis of administrative case law. It is demonstrated that compliance with legal requirements is not sufficient to validate such operations, requiring the existence of an economic rationale aligned with the company’s corporate interest. The research problem lies in the insufficiency of a purely formal analysis to identify abusive practices, demanding an examination of the economic substance of corporate acts. The study examines the role of the controlling shareholder, fiduciary duties—especially duties of diligence and loyalty-and the importance of justification as an instrument to evidence the material substance of decisions. It concludes that the absence of material legitimacy may characterize abuse of power and lead to the invalidation of the act.