Investment Funds Litigation. Co-authored by Mauricio Moreira Menezes. São Paulo: Editora Revista dos Tribunais; First edition, 2024, 390P.

This is the first collection of articles to deal specifically with issues related to investment funds litigation. There are a total of 17 articles written by professionals with vast professional and academic experience in the area, whose work gives an idea of the wide range of issues that can be related to funds litigation.

The texts cover various topics related to investment funds litigation, such as the interpretation of investment funds regulations; the adoption of arbitration and mediation for resolving disputes involving investment funds; the application of the Consumer Defense Code and Usury Law in matters involving funds; the liability of quotaholders or providers of essential services to investment funds; and topics related, to a greater or lesser extent, to the quotaholders’ meeting of investment funds.

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The civil liability of the administrator and the manager for damages to the investment fund. Nicholas Furlan Di Biase. São Paulo: Editora Quartier Latin; First edition, 2023 , 371P.

The book is the commercial version of our partner’s master’s thesis, Nicholas Furlan Di Biase, defended in 2023 at the Postgraduate Law Program of the State University of Rio de Janeiro – UERJ. 

The research that led to the book won the XVIII ANBIMA Capital Markets Award.

The book is updated in accordance with CVM Resolutions 175/2022 and 184/2023, which came into force in October 2023. 

The book is published by Editora Quartier Latin.

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ESG, social interest and liability of company managers. Carlos Martins Neto. São Paulo: Thomson Reuters Brasil Conteúdo E Tecnologia Ltda, 2023 , 351P.

“As can already be seen from the title, the book takes as its starting point what is one of the most important discussions in Corporate Law – social interest – as it is a fundamental parameter for understanding the extent of the rights and powers of shareholders and directors, as well as a criterion for differentiating regular exercises from abusive exercises of power.

Although the discussion on social interest is old and not always productive, at least from the point of view of practical results, there is no doubt that it has been revisited since the ESG agenda came up in the corporate world. From there, several of the questions that have guided this thesis have emerged: should the idea of social interest undergo a re-signification based on the ESG agenda? What really is the ESG agenda? How can we ensure that it is effectively an instrument for improving the quality of governance and not just a marketing issue or a disguise?

In order to answer questions with this level of complexity, Carlos had to immerse himself in discussions about ESG, from which he was able to come up with a definition for the concept itself.

In this regard, his conclusion is that the ESG agenda refers to corporate social responsibility actions, i.e. those that go beyond the mere fulfillment of a duty.

This is an extremely appropriate definition, as ESG cannot be confused with compliance with mandatory regulation.” (extract from the Preface, by Ana Frazão).

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Equity crowdfunding and start-ups funding. Carlos Martins Neto and Pedro Wehrs do Vale Fernandes (Coord.). São Paulo: Quartier Latin, 2022, 400 p.

Equity crowdfunding and start-ups funding. Updated in accordance to CVM Resolution 88/2022. 

“In most developed markets, crowdfunding regulation is structured on similar bases: the discipline of the platforms responsible for intermediation, which are the relevant regulated agents; the definition of eligibility requirements for fundraising companies and for each fundraiser; and the formal control of the securities offered, in particular the bookkeeping rules to which they are subject. […] In fact, in the first two years after CVM Instruction 588/17 was issued, 26 platforms were registered. The number of offers grew significantly, which, together with the behavior of those involved in the offers, indicated to the regulator that there were conditions to take another relevant step in the evolution of the discipline of the institute. Currently, crowdfunding is regulated by CVM Resolution 88/22. […] “Equity crowdfunding and start-ups funding” is released at a good time, after the instrument has already been thoroughly tested and the regulation revised, which offers more elements for analysis on each topic. The critical and in-depth look of the authors of this book, more than simply covering all the relevant legal aspects of the crowdfunding institute, has raised questions and presented important points for reflection. […] Also noteworthy is the selection of the topics of the articles, made in such a way as to give this collection the character of a complete work on the legal aspects of investment crowdfunding. […] This collective work is therefore indispensable reading for anyone wishing to gain a broad and in-depth understanding of crowdfunding. Its organizers (also co-authors), in particular, deserve credit for completing what, since its launch, should be considered a reference work.” (extract from the Foreword, by Marcelo Barbosa).

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Lei das Sociedades Anônimas Comentada. Coordenador: Fábio Ulhoa Coelho. Rio de Janeiro: Forense, 2022, 1387 p.

Law 6,404/1976 is perceived as a landmark in Brazilian law, not only for its excellent quality, but also because of its full adequacy to the Brazilian reality at the time it was enacted, over 40 years ago. The inevitable and natural erosion of time, which even the most technical and precise legislative works cannot escape, demands renewed studies by professionals and specialists in corporate law and the Brazilian capital market.
This is a work conceived by Fábio Ulhoa Coelho, who invited renowned commercialists Ana Frazão, Mauricio Moreira Menezes, Rodrigo R. Monteiro de Castro and Sérgio Campinho to write it with him. It is not the first work of importance for commercial law that they execute together. The co-authors are part of the organizing committee of the Brazilian Congress of Commercial Law, an event that has annually brought together, since 2011, professionals in the area.
This is a co-authored work with a notable difference. Each comment is written by a co-author, distinctly identified. There are comments by two or more authors on the same provision of the Corporate Act, which can be interpreted in a convergent or divergent manner. The reader thus gains different views on the many topics covered in this complex and monumental legal diploma. The law’s variety and multiplicity permeate the book and invite corporate law students and professionals to direct and in-depth reflection on the matter.

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Lei das Sociedades Anônimas Comentada. Coordenador: Fábio Ulhoa Coelho. Rio de Janeiro: Forense, 2021, 1560 p.

Law 6,404/1976 is perceived as a landmark in Brazilian law, not only for its excellent quality, but also because of its full adequacy to the Brazilian reality at the time it was enacted, over 40 years ago. The inevitable and natural erosion of time, which even the most technical and precise legislative works cannot escape, demands renewed studies by professionals and specialists in corporate law and the Brazilian capital market. This is a work conceived by Fábio Ulhoa Coelho, who invited renowned commercialists Ana Frazão, Mauricio Moreira Menezes, Rodrigo R. Monteiro de Castro and Sérgio Campinho to write it with him. It is not the first work of importance for commercial law that they execute together. The co-authors are part of the organizing committee of the Brazilian Congress of Commercial Law, an event that has annually brought together, since 2011, professionals in the area. This is a co-authored work with a notable difference. Each comment is written by a co-author, distinctly identified. There are comments by two or more authors on the same provision of the Corporate Act, which can be interpreted in a convergent or divergent manner. The reader thus gains different views on the many topics covered in this complex and monumental legal diploma. The law’s variety and multiplicity permeate the book and invite corporate law students and professionals to direct and in-depth reflection on the matter.

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A responsabilidade do cotista de FIP (The liability of Brazilian private equity fund’s quotaholder). Carlos Martins Neto. São Paulo: Almedina, 2017, 191 p.

The scope of the book is to describe the outlines of the quotaholders liability on a “Fundo de Investimento em Participações” – FIP (Brazilian Private Equity Fund). Therefore, will be analyzed the historical aspects, legal nature and the way investment funds are structured in the Brazilian law, focusing on the “Fundo de Investimento em Participações”. Considering the fact that the FIP can fulfill the position controlling shareholder on invested companies, this book also approaches, succinctly, the control power structure, the controlling shareholder’s identification and the hypothesis of its liability. In sequence, the hypothesis of quotaholders direct and indirect liability on “Fundo de Investimento em Participações” are appointed. The book pursuits to demonstrate that the FIP quotaholder, due to the subsidiary liability arising from the obligation to bear the negative net equity of the fund, is susceptible to an indirect liability, incompatible with its role as a mere investor. Finally, a possible solution to the problem of the FIP quotaholder liability is presented.

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Temas de Direito Comercial. Mauricio Moreira Menezes. Rio de Janeiro: Processo, 2016, 188 p.

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Questões de Direito Comercial. Mauricio Moreira Menezes. Rio de Janeiro: Processo, 2016, 161 p.

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Problemas de Direito Comercial. Mauricio Moreira Menezes. Rio de Janeiro: Processo, 2016, 165 p.

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