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This article analyzes the formation and use of family holding companies as a tool for asset and succession planning, focusing on the legality of asset protection and the legal risks associated with potential disregard of the legal entity. Although holding companies are legitimate mechanisms, there has been a growing misuse of this structure for shielding assets from creditors or concealing property. Based on civil legislation, case law, and contemporary legal doctrine, this article examines the limits of patrimonial autonomy and the precautions necessary to validate the corporate structure. Family holding companies have become one of the main legal instruments used by Brazilian entrepreneurs and families for asset organization, planned inheritance, and tax efficiency. This structure aims to centralize the ownership of assets or shares in other companies under a single legal entity held by members of the same family. Despite their legality and utility, holding companies have raised concerns when used improperly as a means of illegitimate asset shielding—especially when designed to avoid civil obligations or defraud judicial enforcement. This article aims to explore the legal foundations of holding companies, their limitations, and the risks of piercing the corporate veil when used abusively. 2. Concept and Purpose of a Family Holding Company A holding company, under Brazilian legal doctrine, lacks a specific statutory definition. The term derives from the English verb “to hold,” meaning “to keep” or “to retain.” Its primary function is to control assets and manage businesses or investments owned by a family group. Legitimate purposes include: Succession planning, avoiding traditional probate proceedings; Reduction of conflicts among heirs; Optimization of tax burden; Centralized management of real estate and financial investments; Legal and organizational protection of family assets. The formation of a holding company must comply with the Brazilian Civil Code (Articles 997 et seq.), including tax and accounting regularity, registration with the Board of Trade, and adherence to corporate law requirements. 3. Asset Protection: When Is It Legitimate? Asset protection through a holding company is legally permitted and widely accepted, provided the structure is transparent and serves a lawful purpose. Legitimate asset shielding occurs when: The company is duly incorporated and registered; There is a clear separation between personal and corporate assets; Assets are formally transferred to the holding company; Accounting records are maintained accurately and regularly; There is no fraudulent concealment or intent to defraud creditors. In this context, the holding functions as an organizational extension of the business family—not as a fraudulent mechanism. 4. Legal Limits and Risks of Piercing the Corporate Veil Article 50 of the Brazilian Civil Code provides for the piercing of the corporate veil in cases of abuse of legal personality, including misuse of purpose or asset commingling: “In the event of abuse of legal personality, characterized by misuse of purpose or asset commingling, the court may, upon request, extend liability to the personal assets of the administrators or partners of the legal entity.” In the holding context, the risks of veil piercing may arise from: Simulated transfers of assets or transfers without proper registration; Disorganized or informal asset management; Formation of the holding company only after debts have arisen; Mixing of funds and lack of accounting separation; Omission of relevant information in tax or civil enforcement actions. 5. Relevant Case Law Brazilian courts have upheld both the legitimacy of family holding structures and the lifting of the corporate veil in cases of abuse, as shown in the following decisions: “The establishment of a holding company for succession and tax purposes does not, in itself, constitute fraud on execution. However, if the intent to shield creditors or conceal assets is demonstrated, veil piercing is admissible.” (TJSP, Civil Appeal No. 1007247-92.2022.8.26.0100, judged on 08/16/2023)   “The mere creation of a legal entity to protect family assets does not justify veil piercing. Proof of asset commingling or misuse of purpose is indispensable.” (STJ, AgRg in AREsp 1.425.884/MG, Reporting Justice Marco Buzzi, judged on 10/06/2020)   6. Best Practices for Holding Formation and Management To ensure the validity of the holding company and avoid liability risks, the following best practices are recommended: Drafting a detailed articles of incorporation with governance and anti-dilution clauses; Formally registering the assets under the holding’s name, with proper accounting and tax documentation; Maintaining separate and consistent accounting records, with regular bookkeeping and financial statements; Implementing internal compliance procedures, particularly in linked operating companies; Structuring succession planning with clearly defined usufruct and management clauses. The adoption of these practices distances the company from any appearance of sham and reinforces the presumption of legality. 7. Final Considerations The family holding company is a legitimate and effective instrument for asset and succession planning, provided it is established with lawful intent and maintains a clear separation between personal and corporate assets. However, its improper use—especially when aimed at evading civil, tax, or labor obligations—may lead to the disregard of the legal entity, exposing the holding's or shareholders’ assets to enforcement actions. Legal professionals must guide clients in structuring holding companies with both formal and functional integrity, ensuring compliance, transparency, and proper documentation. Legitimate asset protection must be based on organization—not concealment.

This article analyzes the possibility of joint and several liability among companies that are part of the same economic group, based on corporate law, case law, and the principles of patrimonial autonomy and the social function of the company. The approach begins with the concept of corporate groups, distinguishes their types, and examines the material requirements that justify the extension of obligations among formally distinct legal entities. The article addresses the risks arising from asset commingling and coordinated actions among companies, as well as the limits imposed by due process on the imposition of joint and several liability. Modern business practice frequently involves organizational structures composed of multiple legal entities, formally or informally linked under common control or integrated management. This reality has triggered intense debate in the fields of corporate and procedural law regarding the admissibility of holding companies jointly and severally liable within the same economic group—especially in the context of default, fraud, or litigation involving external creditors. This article seeks to analyze the legal and jurisprudential foundations for extending liability across affiliated companies, examining the criteria that permit overriding patrimonial autonomy and justify joint liability, while remaining mindful of the limits imposed by the principle of legality and due process. 2. Economic Group: Concept and Typologies Brazilian legislation explicitly regulates formal economic groups through the Brazilian Corporations Law (Law No. 6,404/76), Articles 265 to 277. These provisions establish a contractual relationship and defined legal structure between parent companies and their subsidiaries. However, it is within legal practice that so-called de facto  economic groups emerge—comprising legally autonomous companies that operate under unified direction, shared operational structures, and overlapping interests. Courts and legal scholars recognize that such arrangements may warrant joint liability when material interdependence is established. 3. Grounds for Joint and Several Liability Among Companies Joint liability among companies within the same group does not arise automatically from a corporate relationship. Objective elements are required, such as: Unified management : common administration or centralized coordination of activities; Asset commingling : lack of accounting and financial separation between entities; Misuse of corporate structure : using separate entities to conceal assets, shield liability, or commit fraud against creditors; Economic subordination : functioning as satellite entities of a central company. In such scenarios, courts may disregard the legal autonomy of companies and impose joint and several liability, by analogy with Article 265 of the Corporations Law and via Article 50 of the Civil Code (piercing the corporate veil). 4. Current Case Law and Decision-Making Criteria The Superior Court of Justice (STJ) has consistently ruled that the mere existence of corporate ties or cross-shareholding is insufficient to justify joint liability. Concrete evidence of asset commingling, fraud, or abuse of corporate personality is required: “The mere existence of an economic group, without asset commingling or abuse of legal personality, does not justify the imposition of joint and several liability.” (STJ, AgRg in AREsp 689.965/SP, Reporting Justice Ricardo Villas Bôas Cueva, judged on 11/10/2015)   “Joint liability among companies of the same group requires proof of patrimonial interpenetration or coordinated conduct that violates legal autonomy.” (TJSP, Civil Appeal No. 1002378-91.2021.8.26.0100, judged on 06/14/2023) Thus, joint liability among companies is not presumed and requires robust evidentiary support. 5. Procedural Implications: Inclusion in the Proceeding and Due Process The inclusion of a group-affiliated company as a defendant in enforcement or judgment satisfaction proceedings requires a specific procedural mechanism, which may occur through: Incident of Piercing the Corporate Veil (Articles 133 to 137 of the CPC), when liability involves subjective elements; Or a request to extend the obligation , based on the theory of appearance, asset commingling, or economic group rationale—provided that adversarial proceedings and the right to a defense are preserved. Case law has required specific legal reasoning and documentary evidence of joint operations or shared assets. 6. Risks and Preventive Measures for Business Groups To avoid improper or unintended liability among companies within the same group, it is recommended to adopt the following: Strict accounting and asset separation; Independent corporate governance for each company; Avoid shared use of resources, personnel, or assets without formal contracts; Document the autonomy of strategic and operational decisions. These practices reinforce patrimonial separation and reduce the risk of court-imposed joint liability. 7. Final Considerations Joint and several liability among companies of the same economic group constitutes an exception to the principle of patrimonial autonomy and must be applied with caution to avoid legal uncertainty and violations of due process. Its admissibility depends on the demonstration of material and functional elements indicating coordinated and harmful conduct—not merely the existence of corporate links. Professional legal practice—whether in advisory or litigation settings—requires careful attention to applicable legal and jurisprudential criteria, as well as the adoption of sound business practices that preserve the individuality of each corporate entity, even within integrated structures.

This article analyzes the contours of corporate civil liability for acts committed by company agents and representatives, in light of the Brazilian Civil Code, current case law, and the principles of corporate theory. The focus lies on the limits of such liability, especially when acts exceed the authority granted, and on the employer’s duty to supervise the conduct of its agents. The systematic approach aims to clarify when a company is strictly liable for damages caused by its agents and the role of culpa in eligendo  and culpa in vigilando  in corporate liability. Modern corporate theory recognizes the inevitable multiplicity of legal relationships maintained by a business entity. Within this context, the delegation of authority to employees, managers, officers, and attorneys-in-fact is a common practice that enables the legal entity to operate in the marketplace. However, such delegation gives rise to a complex legal issue: the company’s liability for acts performed by its agents or representatives, particularly in situations resulting in harm to third parties. Brazilian civil law establishes strict liability in these cases, raising significant debate about the limits of attribution, the good faith of third parties, and the company’s duties of oversight and selection. This article seeks to clarify the legal and doctrinal parameters that govern this form of liability, with emphasis on corporate law. 2. Legal and Theoretical Foundations 2.1 Brazilian Civil Code – Liability for Acts of Third Parties The legal basis is found in Article 932, item III of the Civil Code: "The following are also liable for civil reparation: (...) III – employers and principals, for acts of their employees, servants, or agents, carried out in the course of their work or as a result thereof." This is complemented by Article 933: "The persons indicated in the preceding article shall be liable for the acts of the third parties referred to therein, even if there is no fault on their part." This provision imposes strict liability  on the employer/principal, meaning that liability exists regardless of direct fault, provided the damage arises from acts performed in the scope of, or as a result of, the work performed. 3. Concept of Agent and Representative An agent  is any person who acts on behalf of the employer in performing delegated tasks—such as employees, managers, supervisors, drivers, customer service personnel, among others. A representative  or attorney-in-fact is a person formally vested with powers to represent the company, such as legal proxies or officers with specific authority (including partners). What both roles share is that they act on behalf of the company and bind it legally before third parties—hence, their acts can give rise to civil liability for the company, including in cases of excess, when there is an apparent legitimacy of authority. 4. Limits of Corporate Liability Corporate liability requires the presence of the following elements: An act committed by an agent or representative; Damage caused to a third party; A functional link between the act and the company’s business activity; Performance of the act in the course of or due to the work relationship. Case law has established that companies may be held liable even for unlawful acts committed by their agents, when those acts arise from their role, even if they contradict internal company directives. Example: “The business entity is liable for moral damages caused by its employee to a consumer while performing their duties, even if the act contradicted internal orders.” (STJ, REsp 1.591.873/SP, Reporting Justice Nancy Andrighi, judged on 05/09/2017) 5. Culpa in Vigilando  and Culpa in Eligendo Doctrine recognizes two classical grounds for employer liability: Culpa in eligendo  (fault in selection): the negligent hiring of an agent (e.g., employing someone without proper qualifications or with a history of misconduct); Culpa in vigilando  (fault in supervision): failure to adequately oversee the agent’s actions, allowing harm to occur. Although the Civil Code imposes strict liability  on the company (eliminating the need to prove fault), analyzing these concepts remains relevant to qualify corporate conduct, potentially impact the amount of damages, or establish contributory negligence. 6. Exceeding Authority and the Good Faith of Third Parties A company may also be held liable when an agent acts beyond their authority, if the following are present: Appearance of legitimacy; Good faith of the contracting or injured third party; Functional connection between the agent and the company. This results from the theory of appearance , widely adopted in Brazilian case law: “The misconduct of an agent does not eliminate the company’s strict liability, provided the act was performed under the appearance of authority and generated legitimate reliance by the third party.” (TJSP, Civil Appeal No. 1007244-22.2021.8.26.0100, judged on 10/17/2023)   7. Final Considerations Corporate liability for acts of agents and representatives reflects the theory of enterprise risk  and the social function of economic activity . The legal system imposes on companies the duty to select, supervise, and assume responsibility for those acting on their behalf—even when the act was not explicitly authorized. Preventive measures, such as compliance programs, internal controls, and employee training, are the most effective strategies to reduce legal risks and preserve corporate credibility. Legal practitioners must understand that proving fault is not necessary to establish liability; it is sufficient to demonstrate a functional connection  and that the act was carried out in the scope of work. This legal reality demands a technical and strategic perspective in advising businesses and representing victims of abusive conduct.

This article analyzes the procedural aspects of the Incident of Piercing the Corporate Veil (IDPJ), introduced into the Brazilian legal system by Articles 133 to 137 of the Code of Civil Procedure of 2015. The focus lies on the preservation of the rights to adversarial proceedings and full defense, especially in light of the improper or superficial use of the incident. Recent case law from the Superior Court of Justice (STJ) reinforces that shareholders or directors may not be automatically included in enforcement proceedings without a clear and substantiated demonstration of the legal requirements for piercing the corporate veil. Requests based on vague or merely strategic allegations are deemed invalid. The 2015 Code of Civil Procedure brought significant progress in addressing corporate veil piercing by formally establishing, through Articles 133 to 137, the Incident of Piercing the Corporate Veil (IDPJ) as a procedural mechanism essential to ensuring due process and the right to be heard. Although the disregard of legal personality had already been provided for under substantive law (Article 50 of the Civil Code), legal practice prior to the new CPC often revealed distortions: direct inclusion of shareholders in enforcement proceedings, asset seizures without prior hearing, and requests lacking technical foundation. This article aims to demonstrate that the IDPJ is not a mere formality, but a true procedural guarantee against abusive enforcement practices. Current case law has reaffirmed that generic allegations or vague arguments do not authorize corporate veil piercing — the burden of proof lies with the claimant, who must concretely demonstrate the occurrence of misuse of corporate purpose or asset commingling. 2. Legal Nature of the Incident and Statutory Basis The IDPJ is an autonomous procedural incident governed by Articles 133 to 137 of the CPC/2015. Its purpose is to ensure that the extension of obligations from the legal entity to its shareholders or directors is preceded by full due process. Article 134 provides: "The incident of piercing the corporate veil shall be initiated upon request by a party or by the Public Prosecutor’s Office, where appropriate." Article 135 further establishes: "The initiation of the incident shall be immediately communicated to the shareholder or the legal entity to be disregarded, who shall have 15 (fifteen) days to respond and submit any relevant evidence." Thus, the absence of an IDPJ results in the nullity of the asset seizure, except in cases where the shareholder is already a party to the proceedings and has been duly served, as held by the STJ (REsp 1.775.091/SP). 3. Inadmissibility of Generic Allegations One of the most common abuses in litigation practice is the submission of veil-piercing requests without concrete evidentiary support, based on generic claims such as: “The company is inactive”; “The enforcement was frustrated”; “The shareholder manages the company’s bank account.” Such statements, unaccompanied by evidence of misuse of purpose or asset commingling, are insufficient to justify the request. Doctrine According to Nelson Rosenvald (2025): “The IDPJ must not become a procedural shortcut for creditors who, frustrated by enforcement difficulties, ignore the requirements for piercing and seek to shift liability to shareholders automatically.” 4. Current Case Law “The mere absence of assets under the legal entity is not sufficient to justify piercing the corporate veil; it is essential to demonstrate acts that indicate misuse of purpose or asset commingling.”(STJ, REsp 1.711.595/SP, Reporting Justice Marco Aurélio Bellizze, judged on 08/13/2020)   “The initiation of the IDPJ is a condition for holding a shareholder liable for the company’s debts. Its absence, barring legal exceptions, constitutes a violation of the right to defense.” (TJSP, Civil Appeal No. 1007262-34.2022.8.26.0100, judged on 05/15/2023) 5. Burden of Proof and the Duty to Provide Legal Grounds The claimant initiating the IDPJ bears the burden of proving that the legal entity was used abusively, by means of: Accounting documents indicating irregular transactions; Evidence of personal use of corporate assets or revenue; Suspicious asset transfers between the company and its shareholders. The petition must be technically substantiated, under penalty of summary denial or liability for abuse of process (CPC, Article 80). 6. Final Considerations The Incident of Piercing the Corporate Veil represents an important advance in procedural due process within the business context. Its purpose is to ensure that the exceptional imposition of liability on shareholders occurs only when legally justified and with full opportunity for defense. Case law has increasingly rejected the misuse of the IDPJ as a tool for generic asset seizures, reaffirming that the burden of proof lies with the petitioner, who must clearly and objectively demonstrate acts of abuse or fraud. Contemporary civil procedure, committed to substantive adversarial proceedings, does not permit automatic decisions that disregard the separate legal personality of corporate entities. It is incumbent upon legal professionals to handle the IDPJ with technical rigor and responsibility, lest the very purpose of the mechanism be undermined.

This article analyzes the ineffectiveness of asset transfers carried out in fraud of execution, pursuant to Article 792 of the Brazilian Code of Civil Procedure (CPC) of 2015. Through a systematic approach, it aims to clarify the legal requirements for recognizing fraudulent conveyance, the legal effects of such ineffective transfers, and the procedural mechanisms available to protect the creditor. Supported by specialized legal doctrine and updated case law, the article highlights the well-established understanding that the ineffectiveness of the act does not require an autonomous annulment action, but rather may be recognized incidentally within the enforcement proceedings. The transfer of assets with the intent to frustrate the satisfaction of judicial credit is a practice frequently encountered in enforcement proceedings. When such conduct is identified during the course of an action, it constitutes what is known as fraudulent conveyance, a doctrine well-established in Brazilian law as a means of preserving the effectiveness of judicial enforcement. In this context, a transfer carried out in fraud of execution is deemed ineffective in relation to the creditor, under the terms of Article 792 of the CPC. Unlike absolute nullity or fraud against creditors under substantive law, fraudulent conveyance in enforcement has its own features and specific legal effects, which must be understood by lawyers, judges, and parties engaged in execution proceedings. 2. Legal Basis and Legal Concept Fraudulent conveyance is provided for in Article 792 of the Code of Civil Procedure, which states: "Art. 792. The transfer or encumbrance of property shall be deemed fraudulent when:" I – an action based on a real right or with a revendicatory claim is pending over the property, provided such action is recorded in the relevant public registry; II – a notation of the enforcement proceeding is recorded in the property registry; III – at the time of transfer or encumbrance, an action was pending that could render the debtor insolvent; IV – in other cases expressly provided by law. The legal nature of fraudulent conveyance in execution differs from nullity. It is considered a case of relative ineffectiveness , producing effects only between the transferor and the enforcement creditor. 3. Requirements for Recognizing Ineffectiveness To deem a transfer ineffective in relation to the enforcement creditor, it is necessary to demonstrate: The existence of a pending enforcement proceeding; The transfer of property valuable for debt satisfaction; The acquirer's knowledge of the enforcement proceeding (when there is no formal notation of the action); The potential insolvency of the debtor as a result of the transfer. The Brazilian Superior Court of Justice (STJ) has reaffirmed that an annulment action is not required to declare the fraud: “The ineffectiveness of a transfer in fraud of execution may be recognized within the enforcement proceedings themselves, and a separate annulment action is not necessary.” (STJ, REsp 1.141.990/SP, Reporting Justice Luis Felipe Salomão, DJe 10/15/2019)   4. Legal Effects of Ineffectiveness The direct consequence of fraudulent conveyance is the ineffectiveness of the legal act  vis-à-vis the creditor, meaning that the transferred asset may still be subject to attachment, even if it is formally in the name of a third party. However, this ineffectiveness: Does not invalidate the transaction between the original parties (transferor and transferee); Does not prevent the good-faith third party from defending their interest through third-party objections (Article 674 of the CPC); Does  prevent the third party from opposing judicial enforcement. 5. Protection of the Good-Faith Third Party and STJ’s Binding Precedent No. 375 The good faith of the acquirer is a key element in discussions about the validity of the transfer. According to STJ’s Binding Precedent (Súmula) No. 375: “The recognition of fraudulent conveyance requires either the registration of the attachment of the transferred asset or proof of the acquirer’s bad faith.” This precedent reinforces the importance of registering the attachment of real estate or vehicles; absent such registration, proof must be provided that the third party was aware of the pending legal action. Thus, the characterization of fraudulent conveyance requires either objective or subjective proof  of bad faith—presumed in some contexts and excluded in others, depending on the facts of the case. 6. Procedural Aspects: Procedure and Defense of the Third Party The finding of fraud may occur: Ex officio  by the enforcement judge; Upon request by the creditor , with supporting grounds. The third-party acquirer may: File third-party objections  (CPC, Article 674); Request the removal of the asset from the attachment , upon proving good faith and absence of fraud. In addition, the CPC/2015 provides that recording the enforcement action on the property's registry (Article 828) is an effective method to prevent claims of unawareness by the acquirer. 7. Final Considerations Fraudulent conveyance is a central doctrine in enforcement proceedings, with the ineffectiveness of the asset transfer  being its main legal consequence. The current CPC framework, together with STJ jurisprudence, seeks to balance credit protection with the good faith of third-party acquirers, establishing objective criteria for identifying fraudulent conduct. Mastery of this topic is essential for attorneys involved in asset protection or credit enforcement, particularly in an era of increasing complexity in business transactions and frequent attempts at irregular asset shielding.

This article aims to analyze the legal consequences arising from the improper use of the incident of piercing the corporate veil within the Brazilian legal system, highlighting the growing jurisprudential understanding that imposes on the claimant the burden for recklessly filing such a request. The discussion encompasses the legal foundations for disregarding the corporate entity (Article 50 of the Civil Code and Articles 133 to 137 of the Code of Civil Procedure of 2015), addressing the duty of procedural caution, the principle of objective good faith, and the consequences of an unfounded request, including the award of attorney's fees and sanctions for bad faith litigation. The article further discusses the balance between the protection of credit and the undue imputation of liability to shareholders. Piercing the corporate veil is an exceptional remedy that seeks to set aside the legal separation between a business entity and its shareholders, thereby allowing the shareholders to be held liable when there is abuse of the legal entity. Although the doctrine is well established in the Brazilian legal system, there is a growing tendency to misuse the mechanism, particularly in enforcement proceedings and debt collection actions, aiming to reach the assets of shareholders automatically, without proper legal grounds. In this context, contemporary jurisprudence has reaffirmed the necessity of respecting due process, including the right to be heard and the need for concrete evidence of misuse of the legal entity or commingling of assets. Most importantly, it stresses the claimant's duty of caution, under penalty of being held liable for the rejection of the request, including the obligation to pay attorney's fees. 2. Legal Foundation and Legal Nature of the Incident The legal provision for piercing the corporate veil is found in Article 50 of the Civil Code, which stipulates that the disregard of legal personality is only admissible in cases of abuse, characterized by: Misuse of purpose; or Commingling of assets. With the enactment of the 2015 Code of Civil Procedure, the incident gained a specific procedural structure in Articles 133 to 137, requiring: Formal initiation of the incident; Notification of the affected party; Full rights to adversarial proceedings and ample defense; A judicially grounded decision for granting the request. Therefore, the measure requires procedural caution, evidentiary support, and adherence to due process, under penalty of nullity and liability for unjustified requests. 3. Procedural Liability of the Claimant: Attorney’s Fees and Bad Faith Litigation Recent case law has established that the party filing an unfounded request for disregard of the legal entity may be held procedurally liable, based on the following legal grounds: Article 85, §2 of the CPC – liability for attorney’s fees of the prevailing party; Articles 79 and 80 of the CPC – sanctions for bad faith litigation; The principle of objective procedural good faith – duty of loyalty and diligence. Jurisprudential examples: “The dismissal of the request for disregard of the corporate entity, due to lack of evidence of legal requirements, results in the claimant’s obligation to pay attorney’s fees, as a means to deter reckless use of the incident.” (TJSP, Civil Appeal No. 1002377-98.2023.8.26.0011, judged on 02/12/2024)   “Where abuse of the right of action is established, with repeated and manifestly unfounded requests for disregard of the corporate entity, the imposition of sanctions for bad faith litigation is appropriate.” (TJMG, Civil Appeal No. 1.0000.21.016184-4/001, judged on 11/29/2023) This understanding reinforces the notion that the responsibility for a reckless claim is not only moral, but also legal and pecuniary. 4. Balancing Credit Protection and Shareholder Asset Safeguard The application of the disregard doctrine must not undermine legal certainty for shareholders acting in good faith. The mere default of a legal entity does not justify such a request. Evidence of abusive behavior, deceit, or simulation is required. The Brazilian Superior Court of Justice (STJ) has ruled accordingly: “The default of a business corporation, by itself, is not sufficient to justify granting a request for disregard of the corporate veil.” (STJ, REsp 1.775.091/SP, Reporting Justice Paulo de Tarso Sanseverino, judged on 05/06/2021) Thus, the legal system seeks to ensure the effectiveness of credit protection without indiscriminately compromising the principle of separate legal personality. 5. Final Considerations The indiscriminate use of the incident of disregard of the legal entity compromises the rationality of the procedural system and endangers the principles of patrimonial autonomy. Holding the claimant liable for an unjustified request represents not only a jurisprudential evolution but also a necessary safeguard against the abusive instrumentalization of the Judiciary. Attorneys and parties must, therefore, ensure that any request for disregard is based on robust factual and documentary grounds, under penalty of bearing the burdens of procedural loss and bad faith litigation.

Expropriation is one of the most significant mechanisms in Administrative Law, allowing the State to compulsorily acquire private property to serve the public interest. With recent modifications to the Civil Code and the Code of Civil Procedure, there has been a significant revision of procedures and indemnification criteria, aiming for a better balance between the supremacy of public interest and the protection of property rights. This article analyzes these changes and their legal and social impacts. Expropriation, provided for in the Federal Constitution and regulated by infra-constitutional legislation, is an essential tool for enabling infrastructure, urbanization, and economic development projects. However, its indiscriminate use can lead to abuses and affect fundamental rights, making stricter regulation necessary. The recent legislative changes seek to provide greater legal certainty to property owners and optimize the execution of public policies. 1. Historical Evolution of Expropriation in Brazil Historically, expropriation was a tool used by the State with few restrictions, often leading to arbitrary actions. Legislative evolution has sought to strengthen property owners' rights, ensuring fair and prior compensation, as mandated by the Constitution. The new regulatory changes reinforce process transparency, ensuring greater predictability for those involved. 2. Changes in the Civil Code and the CPC The main legislative changes include: More objective criteria for indemnification:  The new legislation establishes minimum standards for evaluating expropriated properties, preventing undervaluations that could harm property owners. Provisional possession immission:  The new regulation reinforces the need for financial compensation to the owner even before the judicial process is concluded. Requirement for socio-economic impact studies:  Projects involving large-scale expropriations must present a detailed plan on their effects on the local population. Deadlines and transparency:  The new legislation imposes stricter deadlines for indemnification payments and greater public disclosure of administrative acts. 3. Effects on Property Rights The new regulation aims to reconcile the supremacy of public interest with the protection of private property, ensuring: Greater predictability for property owners and real estate investors; Reduction of litigation arising from improper expropriations; Protection of vulnerable communities, ensuring adequate resettlement. 4. Jurisprudence and Trends The Supreme Federal Court and the Superior Court of Justice have consolidated stricter interpretations on the necessity of fair indemnification and transparency in expropriation processes. Recent rulings indicate a trend toward strengthening property owners' rights, preventing arbitrary expropriations. Conclusion The recent legislative changes on expropriation represent significant advances in protecting property rights and ensuring legal certainty in administrative processes. However, their practical application will depend on strict oversight and jurisprudential consolidation to prevent abuses.

The selection of a forum in contracts has always been a highly relevant topic in civil procedural law, widely used to define the competent jurisdiction for resolving potential disputes. With the enactment of Law No. 14.879/2024, there has been a significant change in the regime governing this choice, aiming to provide greater legal certainty and prevent abuses in the definition of the contractual forum. This article analyzes the modifications introduced, their practical impacts, and the challenges of their application in the Brazilian legal system. The provision of a specific forum for resolving contractual disputes has always sparked debates regarding its validity, especially in relation to inequalities between contracting parties. Before Law No. 14.879/2024, the Civil Procedure Code allowed the choice of a forum through a contract, except when it resulted in an excessive disadvantage for one of the parties, particularly consumers and workers. The new legislation has introduced stricter rules to prevent fraud and abuse, imposing objective criteria for the validity of the forum selection clause. 1. Evolution of Forum Selection in Brazilian Law The contractual forum selection has always been accepted in the Brazilian legal system, regulated by the 2015 Civil Procedure Code and consolidated jurisprudential understanding. However, practice has shown that many contracts imposed forums that hindered or even prevented the defense of the weaker party, leading to judicial challenges to their validity. 2. Changes Introduced by Law No. 14.879/2024 The new legislation has established more objective criteria for the validity of forum selection in contracts, determining that: The clause must be explicitly stated in a written contract signed by both parties; The chosen forum must have a connection to the domicile or residence of one of the parties or to the location of the contractual obligation; If there are indications of abuse, the judge may recognize the incompetence of the elected forum and refer the case to a more appropriate forum; In adhesion contracts, the forum selection cannot represent an excessive disadvantage for the adhering party. 3. Impacts and Practical Implications With the new regulation, companies and institutions will need to review their contractual clauses to ensure their validity and avoid future nullities. On the other hand, consumers and weaker parties gain an additional layer of protection against abusive clauses designed to hinder access to the judiciary. 4. Critical Analysis and Challenges in the Application of the New Law Despite the advances, the new legislation may generate controversies in its application. The subjectivity of the concept of "excessive disadvantage" and the possibility of judicial interference in contractual clauses may create legal uncertainty. Furthermore, jurisprudence will play a fundamental role in interpreting and consolidating the new provisions. Conclusion Law No. 14.879/2024 represents a significant advancement in regulating forum selection in contracts, imposing limits to prevent abuses and ensuring greater balance between the parties. However, its application will depend on jurisprudential interpretation and the improvement of control mechanisms, ensuring that the new rules fulfill their role in securing legal certainty and procedural equality.

Law n. 14.905/2024 introduced significant amendments to the Civil Code regarding monetary adjustment and interest application in judicial and extrajudicial debts. This research analyzes how these modifications affect past and ongoing cases, as well as their impact on contractual relations and civil obligations. The implementation of the new legislation raises questions about retroactivity, legal certainty, and potential economic consequences. Monetary adjustment and interest have always played a crucial role in obligatory relations, being fundamental for preserving purchasing power and ensuring fairness in contract execution. Law n. 14.905/2024 introduces substantial changes to the Civil Code, affecting how interest and monetary correction are applied in legal relations. The central issue of this study is understanding how this legislation will influence past and present legal proceedings and its compatibility with constitutional and procedural principles. Law No. 14.905/2024 and Amendments to the Civil Code The new legislation establishes clearer guidelines on monetary adjustments and interest, aiming to harmonize judicial interpretation and ensure greater predictability in civil obligations. The main changes include: The definition of specific indices for monetary correction, reducing judicial discretion. The standardization of moratory and compensatory interest rates, limiting the imposition of abusive interest rates. The harmonization of interest application criteria in contractual and extracontractual relations. Impact on Past and Ongoing Cases The application of Law No. 14.905/2024 to ongoing and already adjudicated cases raises debates about the retroactivity of its provisions and the principle of res judicata. The tempus regit actum  principle suggests that the new legislation should govern only future cases. However, discussions persist regarding its applicability to cases not yet definitively resolved. Past Cases For cases already adjudicated and in the execution phase, the application of the new legislation may be questioned based on legal certainty. Retroactive modifications could impact creditors and debtors, altering legitimate expectations regarding debt collection. Ongoing Cases In pending cases, the debate concerns adapting correction and interest parameters to the new legislation. Courts may apply the new law from its effective date, even to previous debts, provided fundamental principles of intertemporal law are respected. Practical Implications Law No. 14.905/2024 may benefit both the creditor and the debtor, depending on how interest and monetary adjustments were modified compared to the previous system. Possible Benefits for the Creditor Greater predictability and legal certainty  – Standardized interest rates may prevent interpretative maneuvers that unjustly reduced owed amounts. Reduction of judicial disputes – Clearer definitions of monetary correction and interest criteria may expedite compliance with judicial decisions, avoiding disputes over applicable indices. Protection against inflationary loss – If monetary updates establish more advantageous indices than previously applied, creditors may receive better-adjusted and corrected credit. Possible Benefits for the Debtor Limitation of abusive interest rates – If the new law restricts excessive interest charges, the debtor may pay a lower amount than under the previous system. Potential retroactive effect – If courts rule that the new legislation applies to past cases, the debtor may request a review of calculations, reducing the total debt. Greater clarity in calculations – The new regulation may prevent unfavorable interpretations that previously led to excessive charges for debtors. The standardization of monetary updates and interest rates affects both creditors and debtors, particularly in long-term contracts and enforcement litigation. The main effects include: Greater predictability for contracts and enforceable titles. Reduction of judicial disputes over correction indices. Potential revision of pending rulings if courts apply the new legislation immediately. Conclusion Law n. 14.905/2024 represents progress in providing greater predictability for monetary adjustment and interest rules, reducing legal uncertainty. However, its application to past and ongoing cases requires careful interpretation to avoid violations of legal certainty and acquired rights. The debate on the retroactivity of the rule will remain relevant, requiring judicial interpretation to ensure the coherence of the Brazilian legal system.

The year 2025 marks a period of significant updates in Brazilian Civil and Civil Procedure Law. The recent modifications to the Code of Civil Procedure (CPC) and the proposals for reforming the Civil Code aim to modernize legal institutions, adapt the rules to new social realities, and ensure greater efficiency in judicial services. This article analyzes the main changes implemented and discusses their practical implications, providing an overview of interest to legal practitioners. Civil Law and Civil Procedure are branches of the legal system that require constant revision to meet the dynamic nature of social and procedural relationships. In 2025, there is a notable legislative movement focused on updating these codes, with changes that directly impact both private relationships and judicial procedures. These modifications are partly adjustments to the established jurisprudence, but they also represent the evolution of the law and its need to adapt to new social and technological realities. 1. Changes in the Code of Civil Procedure (CPC) in 2025 The main alterations to the CPC include: Law n. 14.939/2024: Establishes that if the appellant does not prove the occurrence of a local holiday for the extension of the appeal deadline, the court must allow for the correction of this defect before declaring the appeal untimely. Law n. 14.833/2024: Changed the calculation of procedural deadlines, establishing that, in deadlines set in days, only business days should be considered, except when the deadline is determined in hours. Law n. 14.976/2024: Reaffirmed the competence of the Special Civil Courts to adjudicate claims provided for in the former Article 275, item II, of the 1973 CPC, eliminating divergent interpretations regarding the possibility of such claims in the Special Civil Courts. These changes, in addition to formalizing interpretations already adopted by the jurisprudence, respond to the need to make civil proceedings more agile and adapted to the current demands of society. 2. Changes in the Civil Code in 2025 Although the new Civil Code is still under discussion, some reform proposals are already generating expectations within the legal community. Bill No. 4/2025 was filed in the Senate, aiming to modernize essential institutions of Private Law. Among the main points under debate are: Update of Family and Succession Law: Proposals for greater flexibility in property regimes, the inclusion of new forms of common-law marriage, and a revision of inheritance rules. Regulation of Contracts and New Technologies:  Integration of specific provisions for electronic contracts and the application of artificial intelligence in Contract Law. Civil Liability: Expansion of the circumstances for liability for collective moral damages and a review of indemnity parameters. Real Rights: New guidelines for land regularization and the adaptation of rules on property in urban and rural condominiums. 3. Impacts and Challenges of the Changes The reform of the Civil Code and the modifications to the CPC represent advances in Brazilian legislation, promoting greater legal certainty, procedural speed, and adaptation to new social realities. However, these changes also bring challenges, such as the need for legal practitioners' training, adjustments in jurisprudential interpretations, and the adaptation of the judiciary system to absorb the new normative dynamics. Conclusion The changes in the Civil Code and the CPC in 2025 are a reflection of the evolution of Brazilian law, seeking greater effectiveness and alignment with social and technological transformations. The implementation of these new rules will require a joint effort between the legislative, judicial, and legal professionals to ensure a smooth and efficient transition to the new regulatory context.

Law n. 14.976/2024 brought significant changes to the Special Civil Courts (JECs), reaffirming their competence for claims involving obligations to give, do, and not do, which were previously provided for in the 1973 Code of Civil Procedure (CPC). These changes aim to standardize judicial interpretations and ensure greater legal certainty for the parties involved. This article analyzes the impacts of these changes on the dynamics of the JECs, as well as their effects on procedural speed and efficiency. The Special Civil Courts were created by Law n. 9.099/1995 with the objective of providing easy access to justice for less complex cases. However, the repeal of the 1973 CPC generated uncertainties about maintaining the JECs' competence for certain claims, leading to divergent interpretations in the courts. Law n. 14.976/2024 was introduced to resolve this gap, reaffirming and expanding the competence of the JECs. 1. Expansion of the Competence of the Special Civil Courts The new legislation confirmed that the Special Civil Courts remain competent to adjudicate: Obligations to give, do, and not do, regardless of the claim amount; Actions that require simplified evidence production; Consumer-related disputes that meet the criteria of lower complexity. In doing so, the law resolves an impasse that had been faced by the courts, which had diverging opinions on the possibility of processing these claims in the JECs after the repeal of the 1973 CPC. 2. Impacts on Procedural Speed and Efficiency Although the expansion of the JECs' competence is a step forward in increasing access to justice, it also presents challenges in managing the volume of cases. The expected impacts include: Increase in procedural flow: With more claims being processed in the JECs, there is concern about the judiciary system’s capacity to absorb the increased workload. Possible compromise of speed: Since these courts were designed for quick judgments, an excessive increase in claims may compromise this characteristic. Need for infrastructure and resources: To maintain the efficiency of the JECs, it will be necessary to invest in technology and in training for both staff and judges. 3. Procedural Limits and the Impossibility of Special Appeal Despite the expansion of competence, Law No. 14.976/2024 did not alter the appeal system of the Special Civil Courts, maintaining the following restrictions: Impossibility of filing a Special Appeal (REsp) to the STJ:  The jurisprudence of the Superior Court of Justice (STJ) remains firm that decisions of the Recursal Panels are not subject to a Special Appeal. Only an Extraordinary Appeal (RE) to the STF is admissible,  and that too only when there is a direct affront to the Federal Constitution. Simplicity in process management, avoiding procedural acts that would slow down the proceedings. These limitations reinforce the role of the JECs as a fast and accessible means of dispute resolution, preventing the system from being overloaded with appeals and complex discussions. 4. Challenges and Future Perspectives The implementation of Law No. 14.976/2024 brings challenges that will need to be addressed by both the judiciary and legal practitioners. Among these challenges are: Standardizing the interpretation of the norm by the Recursal Panels to avoid discrepancies between states; Investing in digitization and process automation  to maintain the efficiency and speed of the JECs; Improving alternative dispute resolution methods,  such as conciliation and mediation, to reduce the number of cases taken to court. Conclusion Law n. 14.976/2024 represents an important step in reaffirming the competence of the Special Civil Courts, ensuring legal certainty for disputes that were previously subject to divergent interpretations. However, its effectiveness will depend on efficient management of the increased workload, as well as on maintaining the philosophy of simplicity and speed that characterizes the JECs. Monitoring the initial decisions under the new legislation will be essential to gauge its real impacts on the Brazilian judiciary system.

Reverse piercing of the corporate veil has become a significant tool for holding shareholders and administrators accountable when they use legal entities to defraud creditors or conceal assets. With the recent amendments to the Civil Code, this mechanism has been refined, and its requirements better defined, ensuring greater legal certainty for both creditors and businesses. This article examines the impact of these changes and their implications for Business Law. Legal personality is a fundamental principle of business law, ensuring the separation of assets between a company and its shareholders. However, in certain situations, this separation can be abused for fraudulent purposes. Reverse piercing emerges as a solution to curb abusive practices, allowing the judiciary to reach the assets of a legal entity to satisfy the debts of an indebted shareholder. 1. The Concept of Reverse Piercing of the Corporate Veil Unlike traditional piercing, which seeks to hold shareholders’ assets liable for corporate debts, reverse piercing aims to target the company’s assets when there is evidence that it was used to hide the personal assets of a delinquent shareholder. 2. Changes in the New Civil Code With the reform of the Civil Code, provisions were introduced to: Define objective criteria for the application of reverse piercing; Reinforce the need to prove misappropriation of purpose and asset commingling; Better regulate the involvement of good-faith third parties in piercing cases; Create preventive mechanisms to avoid creditor abuses and protect legitimate businesses. 3. Implications for Business Law These modifications directly impact the business environment by: Increasing legal certainty for companies operating in good faith; Reducing the risk of improper asset shielding through shell companies; Imposing new accountability obligations on managers and administrators; Benefiting creditors who previously faced difficulties in recovering debts due to fraudulent asset structuring. 4. Jurisprudence and Trends The Superior Court of Justice has established precedents indicating that reverse piercing should be applied cautiously, requiring robust proof that the company was used as a means to conceal a shareholder’s assets. With the new rules, courts are expected to demand an even more rigorous analysis before granting such measures. Conclusion The reform of the Civil Code has improved the regulation of reverse piercing of the corporate veil, creating clearer criteria for its application and enhancing security for both creditors and business owners. However, its effectiveness will depend on judicial interpretation and companies' adherence to the new regulations.