Post by xyz3800 on Feb 27, 2024 23:57:59 GMT -5
Procedural succession and redirection of execution to partners in the event of irregular closure of the company is legitimate. This is what the 17th Private Law Chamber of the São Paulo Court of Justice understood. reproduction Procedural succession and redirection of execution to partners in the event of irregular closure of the company is legitimate. This is what the 17th Private Law Chamber of the São Paulo Court of Justice understood. The appeal's rapporteur, judge Paulo Pastore Filho, fully accepted the company's arguments and admitted the inclusion of the partners as defendants in the fulfillment of the sentence initiated in the first instance. In this case, the panel analyzed an appeal from a company that was illegally dissolved. The case was handled by Melcheds Advogados.According to the rapporteur, if the company is dissolved, even if irregularly, there is no need to talk about disregarding the legal personality.
This is because the extinction of legal personality is equivalent to the death of the natural person, making the institute of procedural succession perfectly applicable”, he explains.The mistake in which, in our view, the aforementioned norm was involved is, precisely, in intending to extend to those attainable due to the disregard not only the patrimonial impact, once the autonomy of the personality of the entity they are part of has been sublimated, but also, it is worth repeating, “all the effects of the sanctions applied to the legal entity”, a range of possibilities Exit Mobile Number List that includes the most varied punishments and not only economic ones (see, by the way, articles 6 and 19 of the diploma). In other words, the Anti-Corruption Law, in its article 14, actually seems to go beyond the institute of disregard to establish the hypothesis of a true subsequent passive consortium and intend to effectively punish partners and administrators, without restricting itself to affecting assets due to the original sanction. imposed on the legal entity.
These rights and obligations are not unlimited and absolute, but they have a minimum content that cannot be disregarded in the face of concrete situations. Taking the principle of free enterprise to the series involves something further. It is necessary that free initiative is also translated into rules. No legal order survives on principles alone, because principles are… just like that! The rules convey a more precise, less open, more predictable discipline, less subject to the subjective choice of the legal operator. Don't say that I'm against principles. I'm just stating that rules are also important and that a legal system is composed not only of principles, but also of rules (at least). Complementing the principle of free initiative with rules with a more determined content means delimiting state powers and proceduralizing their exercise, in order to recognize a minimum core of private autonomy that is not susceptible to being invaded, ignored or simply destroyed by the State.
This is because the extinction of legal personality is equivalent to the death of the natural person, making the institute of procedural succession perfectly applicable”, he explains.The mistake in which, in our view, the aforementioned norm was involved is, precisely, in intending to extend to those attainable due to the disregard not only the patrimonial impact, once the autonomy of the personality of the entity they are part of has been sublimated, but also, it is worth repeating, “all the effects of the sanctions applied to the legal entity”, a range of possibilities Exit Mobile Number List that includes the most varied punishments and not only economic ones (see, by the way, articles 6 and 19 of the diploma). In other words, the Anti-Corruption Law, in its article 14, actually seems to go beyond the institute of disregard to establish the hypothesis of a true subsequent passive consortium and intend to effectively punish partners and administrators, without restricting itself to affecting assets due to the original sanction. imposed on the legal entity.
These rights and obligations are not unlimited and absolute, but they have a minimum content that cannot be disregarded in the face of concrete situations. Taking the principle of free enterprise to the series involves something further. It is necessary that free initiative is also translated into rules. No legal order survives on principles alone, because principles are… just like that! The rules convey a more precise, less open, more predictable discipline, less subject to the subjective choice of the legal operator. Don't say that I'm against principles. I'm just stating that rules are also important and that a legal system is composed not only of principles, but also of rules (at least). Complementing the principle of free initiative with rules with a more determined content means delimiting state powers and proceduralizing their exercise, in order to recognize a minimum core of private autonomy that is not susceptible to being invaded, ignored or simply destroyed by the State.