The Impacts of Bankruptcy and Judicial Recovery Law Reform on the Liability of Managers of Companies under Judicial Recovery

Abstract

The responsibility of partners and administrators for the company’s obligations in the context of Judicial Recovery and Bankruptcy has gained specific contours following the promulgation of Law No. 14,112/2020, which amended Law No. 11,101/2005 (the Recovery and Bankruptcy Law). Through bibliographic and qualitative research, this article aims to evaluate, from the perspective of fiduciary duties, the limits of administrators’ responsibility regarding the company’s obligations in recovery, through an analysis of the changes introduced by Law No. 14,112/2020 and their effects. Therefore, it is understood that mere non-compliance or any “bad decision” will not impose liability on administrators. It is essential for there to be a breach of fiduciary duties of diligence, loyalty, and information to trigger the accountability action or the incident of disregarding the legal personality, always in an exceptional manner, prioritizing the independence of the company’s management and excluding the previously applicable jurisprudential application.