A proteção ao investidor: a análise da responsabilidade pela falha informacional no Mercado de Capitais

Abstract

The study investigates the legal liability arising from informational failures in the Brazilian capital markets, with a focus on investor protection. The research problem thus concerns the identification of those responsible for the losses incurred by investors, with the general objective of analyzing the legal framework governing civil liability for informational failures within this segment, and what can be done to mitigate or prevent those damages. Applying the deductive method and bibliographic research, the text is structured into four chapters. The first chapter contextualizes the pillars of the capital market, highlighting the essential role of information from the perspectives of Rational Choice Theory and the Efficient Market Hypothesis. It discusses the full disclosure regime as a response to informational asymmetry and agency problems. The second chapter examines the civil liability attributed to three parties: directors, controlling shareholders, and the company itself, using the theory of corporate realism as a theoretical reference. The third chapter conducts a quantitative jurisprudential analysis on the subject, reviewing decisions issued by superior and state courts from 2009 to 2024. Finally, the fourth chapter proposes self-regulation as an alternative to strengthen investor protection in the capital market, with an emphasis on the Novo Mercado segment of B3, suggesting improvements in the company’s liability regime. The study concludes that the three analyzed parties may be held liable for the unlawful act and that self-regulation may contribute to greater effectiveness and legal certainty in the Brazilian capital markets.