O efeito colateral das recuperações

Por Valor Econômico

Os credores estão sofrendo grandes prejuízos. É o que se pode dizer depois de passados 13 anos da publicação da Lei de Recuperação de Empresas (Lei nº 11.101/2005 – LRE). Considerada como uma necessidade para modernizar a legislação falimentar (DL 7.661/1945) e permitir a preservação de empresas, a aplicação prática revela algumas distorções bastante condenáveis.

Talvez a modificação mais relevante introduzida pela LRE tenha sido a possibilidade de redução do valor do crédito, modificação do prazo e de suas condições de pagamento.

A assembleia de credores foi alçada a um plano soberano e uma vez que aprove, por maioria, as condições contidas no plano de recuperação judicial (PRJ), os credores insatisfeitos devem obrigatoriamente se submeter a ele. Aí o ponto central do que vem ocorrendo.

O cumprimento dos contratos, o pagamento das dívidas e a igualdade entre os credores vêm caindo em desuso

Se no início de vigência da LRE os planos eram razoáveis, agora são extremamente agressivos na imposição de carências, deságios no valor dos créditos, critérios para atualização, não aplicação de juros, conversão em ações ou até mesmo, simples debêntures.

O fato é que alcançada a maioria para aprovação do plano de recuperação judicial, os demais credores se veem na condição de serem bastante prejudicados, tendo seus créditos diluídos, trocados por ações ou debêntures de liquidez duvidosa. Planos com enormes deságios e condições de pagamento a perder de vistas, que praticamente perpetuam a dívida, significam a expropriação dos direitos creditórios sem o devido processo legal.

O princípio da preservação da empresa tem prevalecido sobre os princípios da segurança jurídica e da proporcionalidade, bem como sobre o direito fundamental da propriedade protegido pela Constituição Federal em seu artigo 5º, incisos XXII e XXIV, sistematicamente violado pela simples vontade de outros credores, que vão receber seus créditos em condições mais favoráveis.

Sim, porque o plano de recuperação judicial é obrigatório para os que não concordam com ele. Há uma ilegalidade (enriquecimento sem causa – artigo 884 Código Civil) e inconstitucionalidade (já apontada) nessa prática instituída pela LRE, pois permite a desapropriação pura, simples e sem indenização dos direitos creditórios daqueles que ousam votar em discordância com o PRJ.

Ainda que se possa dizer que a expropriação ocorre a bem do interesse público (preservação da empresa e empregos), ela é feita sem o devido processo legal e sem direito a indenização.

O que nem o Estado pode fazer a assembleia de credores faz, a nosso ver, de modo ilegal e inconstitucional sim! O “acordo” com a maioria é a chave para a aprovação do plano de recuperação judicial geralmente impondo grandes prejuízos aos credores e não para mudanças administrativas, busca de eficiência e outras medidas necessárias para o saneamento financeiro da empresa.

Após muitas discussões judiciais, a postura do Judiciário vem se consolidando no sentido de não analisar o mérito do plano: a assembleia de credores é soberana.

O princípio da igualdade entre os credores da mesma classe foi esquecido ou mitigado em nome da preservação da empresa e de benefícios atribuídos a credores fomentadores, que de alguma forma ajudem na continuidade dos negócios da empresa em recuperação. Bonito conceito teórico, péssimo efeito prático.

Já há casos em que nem os fomentadores são pagos. A modificação de planos aprovados tornou-se prática corriqueira. Isto quer dizer que nem mesmo um plano ruim traz segurança jurídica porque ele ainda poderá ser modificado para pior, claro. Tudo em nome do princípio da preservação da empresa, cuja efetividade não apresenta comprovação prática. Não há pesquisas ou métodos efetivos que demonstrem que a preservação da empresa deva sempre e em qualquer caso se sobrepor aos demais princípios com os quais se choca, como o direito à propriedade, por exemplo.

O cumprimento dos contratos, o pagamento das dívidas e a igualdade entre os credores vêm caindo em desuso. Sorte dos maus administradores, perdas generosas para os credores. Desastre para a segurança jurídica e péssimo para o financiamento e para as taxas de juros.

Garantias reais e exceções aos créditos não alcançados pelos efeitos de uma recuperação judicial começaram a ser anuladas com aval do Judiciário, sempre em nome da preservação da empresa. Não há proporcionalidade nessas interpretações, pois elas ignoram que também é preciso preservar as empresas credoras. Afinal, elas também têm função social. Também tem empregados. Os garantidores começam a ser beneficiados pelo plano de recuperação judicial e alguns processos já incluem os garantidores na recuperação, logo de saída.

O cenário apontado nesse artigo não fazia parte das boas intenções da Lei de Recuperação de Empresas. Essas distorções, dentre outras, fazem parte das muitas coisas que precisam ser combatidas e corrigidas neste nosso Brasil. É a reflexão.

Celso Umberto Luchesi é sócio fundador do escritório Luchesi Advogados, com MBA em Gestão Financeira e Risco – FEA/USP e mestre em Direitos Difusos e Coletivos pela PUC/SP. Este artigo reflete as opiniões do autor, e não do jornal Valor Econômico.

O jornal não se responsabiliza e nem pode ser responsabilizado pelas informações acima ou por prejuízos de qualquer natureza em decorrência do uso dessas informações.

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