Os efeitos societários do “Caso Paola Carosella”

Abstract

The argentine chef and former judge on the television show “Masterchef Brasil”, Paola Carosella, sparked controversy with the revelation of a supposed “business strategy” that would have resulted in her acquiring shares from her former partners in the restaurant “Arturito”, in São Paulo. Hoping for a hypothetical break with the other members, Paola would have adopted a risky maneuver in the management of the company: “banking” the devaluation of the restaurant, in order to buy the shares of the other partners. It is assumed, from her statements in an interview with journalist Ana Paula Padrão in 2022, that Paola achieved her goal, thus generating negative repercussions. After the controversy, the argentine had to clarify the situation publicly. The episode raises questions about the duties of partners and directors in limited companies, highlighting possible breaches of loyalty and contractual obligations. In view of this, the article proposes an analysis divided into two parts: the first, discusses potential breaches of directors’ duties and obligations, while, the second, addresses preventive measures that could have been adopted to mitigate such situations. This research aims not only to understand merely similar cases, but also to encourage business practices that promote legal certainty in corporate relations, highlighting, in this regard, the importance of specialized legal advice, both from a preventive and reactive point of view.