The Superior Court of Justice (STJ, Brazil’s highest court for non-constitutional federal matters) issued a relevant decision for business structuring and succession planning in Brazil. The court’s 3rd Panel ruled that the right to exercise a call option on company quotas can be transferred to heirs upon the holder’s death.
The case and the 3rd Panel’s decision
The ruling involved the estate of João Carlos Di Genio, founder of Unip, who passed away in 2022. The central issue was whether the estate—the set of assets, rights, and obligations left by a deceased person—had legal standing to exercise the corporate call option originally held by the business owner.
Upon reviewing the matter, the 3rd Panel of the STJ confirmed that a call option does not expire upon the holder’s death. This right becomes part of the assets to be distributed, allowing the estate to exercise the prerogative to acquire the company’s quotas.
Implications for the market and investors
Call options are common instruments in shareholders’ agreements and investment contracts. They guarantee the right to acquire an equity stake in a company under pre-established conditions.
The confirmation that this right is transferable to heirs reinforces predictability in business relationships. For founders, executives, and foreign or domestic investors, the ruling highlights the need to draft contracts and shareholders’ agreements clearly, explicitly addressing the treatment of corporate rights and duties in succession scenarios.
This content is for informational purposes only and does not constitute legal advice. For guidance on specific matters, consult a qualified lawyer.
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