On November 5, the 3rd Chamber of the Superior Court of Justice decided, through the judgment of REsp 1841466^[1], reported by Minister Ricardo Villas Bôas Cueva, on the impossibility of seizing stock options. The judgment focused on the possibility of a third party exercising the right to purchase shares in a company as a result of the seizure.

The Chamber unanimously understood that the granting of a purchase option is a personal right and, therefore, can only be exercised by the beneficiary who signed the corresponding document to the share purchase plan.

In the case in question, a financial institution was enforcing a credit against an individual who held a grant of a purchase option from the company where they worked. The purchase option was granted under an incentive plan for employees, allowing them to become shareholders of their own employer in the future. During the enforcement proceedings, the court of first instance approved the seizure of the right arising from the stock options contract, thereby enabling the creditor to acquire shares of the company where the debtor is employed.

The state court overturned the decision, understanding that the seizure of the right to purchase shares does not authorize the creditor to exercise the right. According to the reasoning of the referred court, the granted purchase option has no economic value, and if the seizure were to be enforced, it should apply only to any shares acquired by the debtor after the purchase right was exercised. In other words, the creditor could not exercise the right to purchase shares in place of the debtor.

In line with the court's position, the STJ decided to deny the special appeal filed by the financial institution, understanding that if the debtor did not exercise the acquisition right, which was their prerogative, the assets (shares) did not become part of their private estate, remaining solely as a benefit within the scope of the acquisition right, which is of a personal nature.

This recent ruling represents an important precedent, recognizing the personal right granted to the employee and preserving the interests of the company. The decision reinforces the impossibility of acquiring shares through coercive means, outside the corporate and business framework, avoiding potential harm to the company's strategic plans and promoting stability and integration among shareholders, administrators, and employees.

By: Liège Fernandes Vargas

Corporate Law | CPDMA Team

^[1] 

SPECIAL APPEAL NO. 1841466 - SP (2018/0304603-4), 3rd Chamber, Superior Court of Justice, Rapporteur Ricardo Villas Bôas Cueva, judged on November 5, 2024.