Privilégios na reforma da lei de recuperação judicial

Por Valor Econômico

A lei 11.101/2005 criou o instituto da recuperação judicial (RJ) de forma a concretizar o princípio constitucional da função social da empresa, bem como ser um instrumento eficiente para, no momento de crise empresarial, dar possibilidade de o devedor, por votação majoritária de seus credores, se reerguer, mantendo a atividade econômica e os empregos, princípios insculpidos em seu artigo 47. É uma decisão do Estado viabilizar o enfrentamento da crise com sacrifício de todos em vistas a um bem maior.

A RJ é um instrumento eficaz em comparação com a antiga concordata, tendo salvado muitas empresas e empregos que seriam perdidos no sistema anterior. Seu desenvolvimento contou com a adequação jurisprudencial, único instrumento capaz de lidar com a velocidade da economia e a peculiaridade e complexidade da crise empresarial.

Passados 12 anos, é razoável alguma reforma pontual na lei, a ser feita de forma minimalista, para consertar alguns aspectos na busca da eficiência para alcançar seu objetivo: a preservação da atividade econômica. Pode parecer que o Ministério da Fazenda estaria atento a isso ao iniciar um procedimento de estudo para a reforma. Mas, infelizmente, não foi o caso.

Qualquer profissional atuante neste ramo (advogados, assessores financeiros, administradores judiciais, juízes) é capaz de indicar os dois pontos que mereceriam maior atenção: sujeitar todos os credores à recuperação judicial e dar uma solução adequada ao assunto do tratamento fiscal. Todo o resto, embora possa ter valor, não são os pontos fundamentais para melhorar a lei.

No primeiro ponto, manter as garantias fiduciárias e adiantamento de contratos de câmbio fora da recuperação judicial cria uma série de desvirtuamentos e incentivos incorretos, dando azo a todo tipo de ajuste paralelo. Mais que isso, tal exceção não possui nenhuma razão técnica, pois apenas na falência a propriedade do bem faria alguma diferença quanto à posição do credor em relação a outros tipos de garantia. Na recuperação judicial, trata-se, apenas, de mais um modo de garantir a obrigação, que também deve estar sujeito aos efeitos da negociação coletiva, protegendo os ativos e colocando todos os credores dentro do processo negocial.

Aliás, o grupo de trabalho de especialistas nomeado em dezembro de 2016 pelo próprio Ministério da Fazenda apontou em seu projeto original esta necessidade. Por que, então, decidiu o governo, ao que parece, no seu projeto, não só excluir tais credores do processo, como ainda agravar a situação de privilégio para eles? A resposta é simples: porque a reforma não visa dar eficiência ao processo e, sim, beneficiar o sistema financeiro e o ente fiscal.

A justificativa aplicada é simples: retirar os credores bancários resultará em queda nos juros. O ministério comprou a visão do sistema financeiro de que a RJ é uma doença e não a sua cura, o que é um erro, uma vez que é evidente que uma empresa não deixa de pagar suas dívidas porque entra em RJ, mas entra no processo porque não pode pagá-las, buscando uma renegociação.

Em primeiro lugar, cumpre ressaltar que esta afirmação sobre os juros é risível. Não há nenhum único estudo sério empírico no Brasil que ligue a regra aplicada aos credores em RJ à redução dos juros. E não há porque não seria possível chegar a esta conclusão. Em um país com os desafios do Brasil, é evidente que somente o manejo da taxa básica e o controle dos gastos públicos têm alguma influência nos juros. Mais que isso, o governo deveria sim aplicar a lei antitruste aos bancos, o que poderia resultar em queda microeconômica de juros pela concorrência. Mas isto não acontece.

O governo tomou partido contra o sistema produtivo industrial e comercial e empregados

Note-se ainda que no Brasil, comparando-se o universo de 13.872.756 empresas (IBGE – Cadastro Central de Empresas, 2015) com o total de processos de RJ nesses 12 anos (9.198 casos, conforme dados da Serasa Experian até agosto de 2017) menos 0,1% das empresas recorreram ao processo de recuperação judicial, o que reforça o quão desprovida de base é esta teoria ligando a queda de juros praticados pelos bancos ao regime de recuperação judicial.

Em segundo lugar, a mesma afirmação foi feita em 2005 e, comprovadamente, a redução de juros não ocorreu. Pelo contrário, acreditar nisso agora seria ou ingenuidade do governo – vitória da esperança sobre a experiência – ou acreditar que a sociedade é inocente o suficiente para comprar esta justificativa.

Em terceiro lugar, e principalmente, baixar juros não é o objetivo constitucional e legal da lei. Pautar a reforma neste elemento, ainda que fosse verdade, seria um desvio de finalidade, isto é, verdadeira ilegalidade.

A bem da verdade, o Ministério da Fazenda tenta usar a reforma da lei como um factoide promocional microeconômico sem fundamento algum, ao mesmo tempo em que agrada aos seus setores prediletos, em uma verdadeira aplicação da teoria da captura. Basta ver que Federação Brasileira dos Bancos (Febraban), o Banco Central e a Procuradoria Geral da Fazenda Nacional (PGFN) foram várias vezes ouvidos sobre a reforma, mas entidades representativas de empresas e setor produtivo não. Seria necessário dizer algo mais?

Esta visão prejudica empresas devedoras e credoras, pois ao alijar do procedimento os bancos e agradar o fisco, deixa as demais empresas fornecedoras em desvantagem, gerando nefasto efeito cascata. E assim, por tabela, prejudica também os empregados.

Quanto à questão fiscal, o ministério praticamente deu a caneta para a PGFN inserir o que desejar sobre isso, privilegiando a sede arrecadatória, procurando beneficiar o fisco contra a empresa em dificuldade (muitas vezes causada pelo próprio ente fiscal) e contra todos os demais credores. Não procurou uma solução efetiva para o problema da empresa.

Infelizmente, por motivos poucos compreensíveis (e provavelmente pouco explicáveis publicamente também), o governo, no seu projeto, tomou partido, sem justificativa técnica, para beneficiar diretamente bancos e fisco contra o sistema produtivo industrial e comercial (empresas credoras e devedoras) e empregados. Caberá ao Congresso Nacional, no trâmite do projeto, rever a questão da sujeição de tais credores e da posição do fisco e escolher entre: a eficiência do processo de recuperação, inserindo nele todos os credores e acabando com o privilégio buscado pelo governo, visando a preservação dos ditames constitucionais; ou o privilégio ao sistema financeiro e fiscal nesta questão.

Ivo Waisberg é advogado, professor livre docente de Direito Comercial da Pontifícia Universidade Católica (PUC-SP) e LLM em Trade Regulation pela Universidade de Nova York (NYU).

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