The structure of an effective arbitration begins with definition of arbitration agreement and advances to the appointment of arbitrators and arbitration institution. These elements are inseparable: the quality of the arbitration tribunal depends on a well-drafted arbitration clause, which, in turn, must provide clear parameters for the appointment of professionals and for the choice of the chamber that will administer the procedure. 

1. Appointment of arbitrators 

Article 13 of Law 9,307/1996 authorizes the parties to appoint “any capable and trustworthy person” as arbitrator, requiring only independence and impartiality. This prerogative allows for the formation of multidisciplinary tribunals – combining legal, accounting and economic knowledge – capable of handling complex corporate disputes. In order to preserve specialization, it is recommended that the arbitration clause require minimum qualifications (for example, proven experience in corporate law or IFRS accounting). 

2. Selection of the arbitration chamber 

The chosen institution defines procedural rules, a cost table and criteria for appointing arbitrators. Some of the most common examples include: 

• Market Arbitration Chamber – CAM B3: regulation aimed at corporate governance disputes; jurisdiction reaffirmed by the STJ in CC 185.702/DF, which recognized the regulation's adherence to the best practices of the capital market. 

• Chamber of Business Mediation and Arbitration – Brazil (CAMARB): has technical committees for infrastructure, agribusiness and contracts with the Public Administration. 

• Brazil-Canada Chamber of Commerce (CCBC): outstanding performance in international arbitrations, whose enforcement is facilitated by the 1958 New York Convention (Decree 4,311/2002). 

The careful election of the chamber avoids discussions of competence, harmonizes the procedure with the characteristics of the sector and offers lists of arbitrators with relevant expertise. 

3. Drafting the arbitration clause: essential requirements 

The arbitration agreement must comply with articles 4 and 5 of Law 9,307/1996. The case law of the Superior Court of Justice – REsp 1,331,100/BA – allows for the specific execution of the clause, obliging a reluctant shareholder to submit to the arbitration agreement. To provide legal certainty, it is recommended to include: 

Applicable Chamber and Regulation, with a substitute institution indicated for cases of extinction or impediment. 

Number of referees (one or three) and naming method (triple list, direct indication or combination). 

Headquarters, language and applicable law, essential in transnational contracts. 

Maximum deadlines for the establishment of the court and the issuing of the award. 

Duty of confidentiality comprehensive, extending to the judicial execution phase. 

Emergency arbitrator for precautionary measures before the constitution of the tribunal. 

Subjects covered, such as exclusion of a partner, determination of assets, valuation or exercise of voting rights. 

4. Practical illustrations 

• Portuguese-Brazilian joint venture in renewable energy: the shareholders' agreement provided for CCBC, requiring at least one arbitrator to have a background in electrical engineering. Disagreement over calculation of earnout was resolved in fifteen months without external expertise, thanks to the previously stipulated expertise. 

• “Blank” clause considered null and void: a loan agreement that only mentioned “arbitration in accordance with the law” was invalidated by the TJAM due to the absence of essential elements, delaying the resolution of the conflict by one year – an example that highlights the need for a detailed and unambiguous clause. 

The articulation between full arbitration clause, appropriate chamber and qualified referees ensures not only the validity of the agreement, but also the efficiency of the procedure, the technical adequacy of the decisions and the rapid enforceability of the arbitration award.