Superior Court of Justice prevents Sadia from filing lawsuit against former director.

Fernando Porfírio _247 – Sadia is barred from filing a liability lawsuit against one of its former directors. The decision comes from the Superior Court of Justice. The company alleges that Adriano Ferreira, who held the position of financial director, caused a loss of R$ 2,8 billion in just one unauthorized derivatives transaction. The loss was allegedly generated by currency exchange rate imbalances.

The Superior Court of Justice (STJ) ruled that Sadia cannot file a lawsuit against the former director because the board's accounts were approved at a general meeting, which exempts the administrators from liability. The vote was cast by Justice Ricardo Villas Bôas Cueva.

The company's appeal is against a decision by the 4th Chamber of Private Law of the Court of Justice of São Paulo. The São Paulo court exempted the former director from liability. The São Paulo court considered that the holding of an ordinary shareholders' meeting of Sadia, which took place on April 27, 2009, and which approved, without any reservations, the rendering of accounts by the administrator, would exonerate him from all civil liability.

In the Superior Court of Justice (STJ), the company argued that the São Paulo court did not adequately analyze its claims and asserted that there was no exoneration of liability. According to Sadia, the assembly that approved the accounts had implicitly rejected the accounts of the aforementioned former director, considering the outcome of a previous extraordinary assembly, held on April 6th, which authorized the filing of the civil liability lawsuit.

Minister Villas Bôas highlighted that the São Paulo court analyzed all points of the appeal, with sufficient justification. Regarding the issue of exemption from liability, the minister pointed out that the Corporations Law states that a company may decide in a shareholders' meeting whether to file a civil liability lawsuit against an administrator who causes it harm. On the other hand, the same law exempts the administrator from liability if their financial statements are approved without reservations.

Even though the first assembly authorized the action, the second approved the accounts, and there is no evidence of error, malice, or fraud. "In the case of approval of the accounts, the prior deliberation of the general assembly would not be sufficient for filing a civil liability lawsuit; rather, it would be necessary, before or simultaneously, to file an action to annul the assembly that approved the accounts," the minister clarified.

Villas Bôas pointed out that, according to the records, the lawsuit was filed only two months after the approval of the accounts; therefore, it would no longer be possible to sue the former director without annulling the assembly. "Following this line of reasoning, only after the final judgment upholding the annulment, due to the aforementioned irregularities, is it possible to file a liability lawsuit," he explained.