Debêntures conversíveis: a falta de disciplina legal quanto aos direitos dos debenturistas nos casos de reorganizações societárias

Abstract

The Law nº 6.404/76 establishes in its articles 231 and 227 to 229 the treatment to be applied to outstanding debentures in the event of a corporate reorganization, such as a merger or a consolidation. These regulations refer to debentures in a general way and only address the credit risk of debenture holders, by providing for the survival of the credit on the survival corporate entity or accelerating their repayment. The present study questions the extent and adequacy of the protection granted by the aforesaid articles with regard to convertible debentures, which have an embedded derivative generating projected profit expectation that is not covered by these regulations. This study evaluated the national legislation on debentures and corporate reorganization, as well as the relevant legal doctrine and seeks to understand the treatment to be applied in these cases, concluding that the aforesaid articles are not entirely applicable and are subject to adjustment by the parties involved as long as this loophole in the legislation is not rectified.