Os deveres fiduciários e a responsabilidade civil dos administradores de sociedades anônimas

Abstract

This paper discusses the limits to the powers of corporate administrators, from the perspective of the contrast between management autonomy and normative standards of conduct. To this end, the analysis covers fiduciary duties, as provided for in Law No. 6,404/1976, relating them to the basis of civil liability for management acts. Methodologically, bibliographical research and examination of cases extracted from case law are used to analyze how legal limitations on the discretionary power of administrators balance autonomy and accountability. In this way, the proposed discussion contributes to strengthening mechanisms against harmful practices in corporate structures, which strengthens the rights of the company and minority shareholders.