Corporate Law in Brazil – Problems with Justice
Alexandre Bueno Cateb, Fabrício de Souza Oliveira

This paper will present the institutional arrangements that regulate the Brazilian corporations, focusing on the recent legislative changes which had the goal to increase the investors trust on the Brazilian market share. The approach is multidisciplinary, which means that, Law and Economics and Organizations Theory knowledge will be used on the investigation to criticize this regulation system, exposing its fragilities and potentialities in order to propose solutions. Also, this analyses the state inefficiencies and its difficulties when trying to resolve conflicts on this market. This work, descriptive and critical, when analyzing relations between corporation`s structure and its function, understand the corporations as an Posner's uptake method or as an organization from Coase's hierarchy method, with the function of reducing the transaction coast. Assuming this purpose and supposing the theoretical background to comprehend the object of study and the problems related to it, (corporation as an investment option, a form of business organization in Brazil), an analysis will be made on the legal formulas that regulates: 1) the rules and the process necessary to the corporation constitution; 2) the relations between the investors and the controllers; 3) The mechanism for dispute resolution between investors and controllers and between shareholders and society.

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