Controle gerencial: dominação societária ou empresarial?

Abstract

This dissertation deals with dissimilarities between corporate control and control over companies means of production ("controle empresarial"). Studying the control over companies means of production, the dissertation provides a classification of its species, with special focus on manager control, which is not treated, therefore, as corporate control. What characterizes management control is the fact that companies' administrators, especially their officers, actually exercise control over corporate structures as well as over their means of production. Such a situation is usually preceded by the dilution of shareholder ownership. Still, nothing stops managerial dominance in companies where a shareholder secures a significant share of the companies' capital stock, including the majority or even the totality thereof. In conclusion, when we think of the definition of "controlling shareholder", contained in Law 6.404/76, it can be said that the controlling manager of companies` means of production actually is not held accountable for acts performed by the holders of equity control, including representation of titleholders by proxy in shareholders meetings. The responsibilities of companies' managers exercising such control are therefore limited to the negative impacts from management acts