CONFLICT OF INTEREST IN CORPORATE RESTRUCTURING

AN ANALYSIS OF THE TRIUNFO PARTICIPAÇÕES E INVESTIMENTOS S.A. CASE.

Abstract

This article seeks to examine the contemporary interpretation of Article 43 of Law No. 11,101/2005 (the Brazilian Bankruptcy and Reorganization Law - LFR), in light of its ambiguous wording and its critical significance for the calculation of quorum in the approval of judicial and extrajudicial reorganization plans. The research methodology combined doctrinal analysis with the study of an extrajudicial reorganization plan submitted for confirmation under Case No. 1071904-64.2017.8.26.0100 before the São Paulo State Court of Justice, in which Triunfo Participações e Investimentos S.A., together with other group companies, acted as petitioners. The case study demonstrated that Article 43 of the LFR may be subject to multiple interpretations, particularly regarding the enforceability-or non-enforceability-of the ten-percent threshold established as a criterion for identifying conflicts of interest and, consequently, for excluding such votes from the quorum calculation mandated by the reorganization statute.