The 5th Panel of the Superior Labor Court (TST) recognized, this Wednesday (November 12), the existence of an economic group between two companies after concluding that the issuance of a debenture went beyond the nature of a simple credit operation and became a mechanism for corporate control. As a result, the companies were held jointly liable for the labor obligations discussed in the case.
In this case, the debenture — valued at R$ 250 million — contained a clause that allowed the acquirer, at its sole discretion and upon mere notification, to convert it into up to 72.5% of the issuer's ordinary and preferred shares. This provision led the rapporteur, Minister Breno Medeiros, to understand that the security was used not only for financial return, but also to ensure effective control over the decision-making and administrative structure of the issuing company.
The rapporteur highlighted that, according to the Brazilian Corporations Law, debentures should represent only credits, and not instruments of ownership or control. However, the possibility of immediate conversion of the debentures gave the acquiring company preponderance in corporate decisions, evidencing a controlling relationship.
Another element considered was the presence of the same member on the boards of directors of both companies, reinforcing the commonality of interests and justifying the recognition of the economic group for labor law purposes.
Simões Ribeiro has a highly specialized team in Labor Law who has been closely following the decisions of the TST.
