Conflito de interesses e proibição de voto

Abstract

The company ABC S/A is in the process of preparing and approving its strategic planning review (Master Plan), a task that has been developed together with XYZ Consulting. This review points to the inescapable need to create a wholly owned subsidiary aimed at selling energy in a highly competitive market that cannot be adequately served in the current structure of the ABCC group. The Consultant informs that, under the terms of ABC’s Bylaws, there are X members who were nominated by a shareholder who actually or potentially competes with ABC, and the quorum for approving revisions to the strategic planning is qualified, with a simple majority of directors not being enough. This opinion seeks to answer the following questions: about the characterization of the conflict of interest (real, potential or apparent) in order to exclude the participation of the conflicting shareholder from the Master Plan review approval process, especially at the point where there is a conflict of interests, and what are the consequences for the vote count? And if the conflict of interest is not real, allowing the shareholder to vote, will the vote be subject to subsequent annulment if it is carried out in a way that causes losses to the Company?