The Third Panel of the Superior Court of Justice (STJ) issued a decision with significant impact on Corporate and Procedural Law, upholding the auction of a property belonging to the bankrupt estate for only 2% of its appraised value.
This decision is essential and reinforces the priority set by the Bankruptcy Law (Law No. 11.101/2005, as amended by Law No. 14.112/2020) to ensure speed in the liquidation of assets.
What does the decision mean?
- Acquisition for “any price”: The STJ confirmed that when an asset from a bankrupt company reaches the third round of the auction, the sale is allowed “for any price” (art. 142, § 3º-A, III).
- The end of the “unfairly low price” argument: In these situations, simply claiming that the price is “unfairly low” is not enough to invalidate the auction, as long as all legal formalities and proper public notice have been observed.
- Procedural priority: Case law indicates that the law prioritizes speed in concluding the bankruptcy process rather than pursuing an ideal price in the final attempt to sell the asset.
- Requirement for contesting the auction: Anyone challenging the auction must, as required by law, present a better price offer, whether their own or from a third party.
For creditors and bidders, legal certainty in bankruptcy auctions has been strengthened. However, relying on specialized counsel is also essential to ensure compliance with the rules and to accurately identify the opportunities that arise from this consolidated guidance from the Judiciary.