The Business Judgment Rule in Brazil
Author: Marcelo Veiga
Abstract
An issue regarding shareholder voting rights in Brazil and conflict of interest had not been properly addressed under Brazilian corporate law. I tried to solve that puzzle in my dissertation by applying the concept of “entire fairness,” that has been widely discussed under Delaware law.
My dissertation has been published as a book under the title “The business judgment rule in Brazil,” and there is one specific chapter where I discuss the use of the “entire fairness” concept to solve the conflict of interests issue that I just mentioned.