Strategic Litigation

Arbitration is worthwhile when there is a pre-existing arbitration clause ("cláusula compromissória"), the dispute involves a significant amount (practical benchmark: above R$500,000 to R$1 million, depending on the costs of the chosen arbitration institution), and confidentiality matters to the company. Arbitration proceedings are faster than the courts — typically 12 to 24 months — and an arbitral award has the same legal force as a court judgment, requiring no separate confirmation for enforcement in Brazil (Law 9,307/1996, art. 31). Without a pre-existing arbitration clause, arbitration depends on the parties' mutual agreement.Ler artigo completo

The first step is to check whether the block has legal grounds — that is, whether the partner has a veto right set out in the "contrato social" ("articles of association," the company's foundational document) or in a shareholders'/partners' agreement covering that specific matter. If the veto is lawful, the way forward is negotiation. If there is no legal basis for the veto, the resolution can be adopted without the dissenting partner's vote, and that partner may be held liable for abuse of right (Civil Code, art. 187). When the deadlock is structural, mechanisms such as partial dissolution ("dissolução parcial," art. 1,029) or exclusion for just cause ("exclusão por justa causa," art. 1,030) come into play. Mediation as a first step tends to be faster and less damaging than going straight to court.Ler artigo completo

A foreign judgment or arbitral award needs to be recognized ("homologada") by the STJ (Superior Tribunal de Justiça — Brazil's Superior Court of Justice, which handles this recognition process) to have legal effect in Brazil (arts. 960 to 965 of the Civil Procedure Code — Law 13,105/2015; STJ Resolution 9/2005). For arbitral awards, Brazil is a signatory to the New York Convention (Decree 4,311/2002), which facilitates recognition based on a limited set of possible objections. The STJ does not review the merits of the case — it checks formal requirements and whether the decision offends national sovereignty, public policy, or public morals. Once recognized, enforcement takes place before the federal courts of first instance.