Publications

Transparency and Judicial Recovery

May 30, 2025

It is true that both transparency and good corporate governance are fundamental principles for the proper functioning of any company, but they take on special relevance in scenarios of corporate crisis, especially in judicial recovery processes. Law 11.101/2005, responsible for regulating judicial recovery in Brazil, establishes mechanisms to ensure the restructuring of companies in financial difficulties; however, its effectiveness depends, to a large extent, on the responsible and transparent conduct by the administrators during the unfolding of the recovery process. 

Corporate governance, in the context of judicial recovery, must be guided by accountability, fairness, transparency and corporate responsibility. These principles not only facilitate the trust of creditors, investors and judicial administrators, but also increase the likelihood of a successful restructuring. The lack of adequate governance, on the other hand, can generate doubts among other parties involved in the process, compromise the credibility of management and drive away potential investors, which certainly harms the company's recovery.  

Transparency is manifested through the disclosure of reliable and timely information to creditors, the judicial administrator and the court responsible for the process. Article 51 of Law 11.101/2005 requires the debtor to present detailed accounting and financial documents, which aims to ensure that the proposal for the company's recovery is based on concrete and verifiable data. In addition, the recent reform of the legislation, promoted by Law 14.112/2020, reinforced the importance of good faith and cooperation between the agents involved in the procedure, always aiming at corporate restructuring. 

Furthermore, effective corporate governance requires that the company in recovery adopt internal control and compliance mechanisms (compliance), in order to avoid fraud, abuse and ensure that the administration is aligned with the interests of the creditors' group.  

These are responsible for creating creditors' committees, as provided for in article 27 of Law 11.101/2005: a relevant tool for strengthening supervision over the actions of administrators and encouraging the active participation of creditors in strategic decisions for corporate restructuring and payment of credits. 

Recent cases demonstrate that a lack of transparency can compromise the outcome of judicial recovery. Situations in which companies hide liabilities, manipulate financial information or fail to provide adequate access to creditors and the judicial administrator result in widespread distrust and often make the recovery plan unfeasible. On the other hand, successful experiences show that adopting robust governance practices can be decisive in overcoming the crisis. 

Therefore, corporate governance and transparency are not only desirable elements, but essential requirements for the success of a judicial recovery. A company seeking to restructure its debts and regain its economic viability must base its conduct on honesty and accountability, ensuring that its proposal is understood and reliable by creditors. In this way, the judicial recovery institute will be able to fulfill its primary function of enabling the preservation of the company, jobs and economic activity. 

 

If you have any questions about the topics covered in this publication, please contact any of the lawyers listed below or your usual Mazzucco&Mello contact.

Victor Ferrari

+55 11 3090-9195

vitor.ferrari@br-mm.com

Ivan Kubala

+55 11 3090-9195

ivan.kubala@br-mm.com

Louis Philippe Simon

+55 11 3090-9195

luisfelipe.simao@br-mm.com

This communication, which we believe may be of interest to our customers and friends of the company, is intended for general information only. It is not a complete analysis of the matters presented and should not be considered legal advice. In some jurisdictions, this may be considered lawyer advertising. Please see the company's privacy notice for more details.

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