Revista Ibmec de Direito - ISSN 3085-704X

ALÉM DO MÚTUO: O PROJETO DE LEI 252 DE 2023 E O INVESTIMENTO EM STARTUPS

2024-12-03T17:26:25-03:00

The article aims to analyze the potential impact of Complementary Bill 252 of 2023, by Senator Carlos Portinho, which proposes to establish the Convertible Investment Contract in Social Capital, on the startup ecosystem in Brazil. By replacing the traditional model of a loan contract convertible into equity, this new legislation could mean a change in the way startups are financed and how investors engage with these companies. The objective of this study is to evaluate the positive and negative aspects of this transformation, providing a brief introduction to the Startup ecosystem, comparing the two contract models and analyzing their implications for the financing of these companies. Using a qualitative and quantitative approach, the article provides insights into the current dynamics of investments in the startup ecosystem, with concrete data from 2023 and projections for 2024. Based on the analysis of recent data on investments in startups and interviews with sector experts, We seek to understand whether Bill 252 of 2023 has the potential to stimulate an increase in the volume of investments and whether it can contribute to a more favorable environment for the development of innovative startups in Brazil. This study is relevant for legislators, investors, entrepreneurs and academics interested in the dynamics of financing startups and the evolution of the legal framework that governs these relationships in the country.

AS NOVAS TECNOLOGIAS E SUAS CONTRIBUIÇÕES PARA O DIREITO EMPRESARIAL BRASILEIRO: DESAFIOS E OPORTUNIDADES NA ADVOCACIA 5.0

2024-12-03T04:50:30-03:00

The main objective of this work is to present new technologies and their contributions to Brazilian business law, in order to meet the challenges and opportunities in the so-called “Advocacy 5.0”. Therefore, the study is divided into three scenarios. In the first section, Blockchain technology will be explored, with a brief context on general aspects, different understandings of its concept and applicability, as well as its use in Smart Contracts. In the second section, Artificial Intelligence will be introduced, also covering its general aspects, different conceptions of its definition and appropriate practical application, in order to substantially add to legal research. Finally, the third section will bring, in the light of Brazilian business law, certain clarifications about the challenges and opportunities in Advocacy 5.0, exposing issues to be debated according to its definition and correlation of “Society 5.0”.

DUPLICATAS ELETRÔNICAS: O IMPACTO DO REGISTRO DE DUPLICATAS ELETRÔNICAS NA SEGURANÇA JURÍDICA E EFICIÊNCIA DAS OPERAÇÕES COMERCIAIS NO BRASIL

2024-12-02T22:20:15-03:00

The implementation of electronic duplicates in Brazil modernizes commercial operations and reinforces legal security. The old paper duplicate, vulnerable to fraud and inefficiencies, was replaced by the electronic duplicate, regulated by Law 13.775/18, under the supervision of the Central Bank and the National Monetary Council. This transition digitizes credit operations, increasing the authenticity of titles, reducing costs, and streamlining processes. Electronic registration facilitates access to credit and creates a more transparent and secure business environment, being a milestone in the modernization of the market. This article analyzes the impacts of this transition, highlighting how electronic registration strengthens legal security by reducing fraud and ensuring the authenticity of titles.

INTELIGÊNCIA ARTIFICIAL: GOVERNANÇA E TRANSPARÊNCIA?

2024-12-03T17:39:55-03:00

This article addresses a crucial topic for companies in the digital age: governance and transparency of data used by Artificial Intelligence to analyze, automate, and make decisions that can range from hiring to credit approvals. New challenges arise daily regarding which algorithms are being used, what data is feeding the AI to achieve these results, and the potential biases generated. Such biases can lead to discrimination, privacy violations, and regulatory failures due to the lack of audits and the absence of implemented algorithmic ethics, impacting companies’ reputations, organizational culture, and operations, even those with high standards of governance and compliance. Amazon, Apple, Clearview AI, and Uber have faced these challenges and serve as case studies in this article. Practical solutions and ethical recommendations will be presented, such as the use of explainability tools, internal audits, and compliance reports to improve transparency and security. The study will also briefly highlight some regulatory initiatives, such as the European Union’s AI Act and Brazil’s Bill No. 210 of 2024, which aims to promote the ethical use of AI in Brazil.

EMPRESAS FAMILIARES DE CAPITAL FECHADO: IMPLEMENTAÇÕES DE GOVERNANÇA A PARTIR DO CONSELHO DE ADMINISTRAÇÃO

2024-12-03T14:03:53-03:00

This article begins with a literature review on the dynamics of family businesses, highlighting the understanding of the dynamics of the relationships between family and business provided by the three-circle model, in order to analyze more deeply the elements of disruption, challenges, and conflicts characteristic of family businesses, with interdisciplinary resources from the field of Business Administration. Subsequently, corporate governance guidelines are conceptually applied to family businesses as possibilities for safe development and effectiveness in generational transition. Through the lens of closely held corporations, corporate governance implementations are investigated and indicated by the characteristics, assignments, and bias of the board of directors.

CLÁUSULA DE PRINCIPAL PROPÓSITO (“PPT”) E OS LIMITES AO PLANEJAMENTO TRIBUTÁRIO INTERNACIONAL

2024-12-02T22:44:01-03:00

This paper aims to explore the details of the OECD (Organisation for Economic Co-operation and Development) initiatives to combat abusive tax planning through the adoption of the "PPT" (principal purpose test) clause in double taxation agreements, which seeks to ensure that business structures are created for real economic reasons and not solely to obtain tax benefits. In Brazil, the concept of "business purpose," similar to the PPT, is used to assess the legality of tax planning, considering the taxpayer's intent. Both applications aim to determine whether the structure was created for genuine economic reasons or simply to reduce the tax burden. This issue is controversial, as it involves subjectivity that may conflict with principles such as economic freedom and free enterprise. For this purpose, the overall context from which the aligned implementation arises is analyzed, as well as the controversies derived from it within the context of double taxation agreements, particularly those involving Brazil, and the establishment of companies and corporate structures abroad, such as offshores. Additionally, this paper examines the clash of such measures with relevant principles of the current legal system, such as economic freedom, free competition, and free enterprise.

A TRIBUTAÇÃO DAS AUTOGESTÕES E O IMPOSTO SOBRE SERVIÇOS (ISSQN): UMA ANÁLISE JURÍDICA E ECONÔMICA.

2024-12-02T19:39:52-03:00

This article aims to demonstrate the importance of health self-management entities, non-profit organizations dedicated exclusively to providing health care to their beneficiaries, within the Brazilian health system and to discuss the need for a differentiated taxation approach for these institutions. The study argues that self-management entities should not be equated with commercial operators for taxation purposes. The analysis considers that, although these entities manage health plans with resources from sponsors or maintainers, taxation on their activities could jeopardize their operation, given that more than 80% of their budgets are allocated to paying for health care resources. Based on the principles of Tax Capacity and Tax Equality, the article seeks to show that the STF's Theme 581 should not apply to self-management entities. Additionally, the study explores the definition of services according to the Supreme Court, the legal nature of self-management entities, and the challenges related to determining the tax base, highlighting the need for a differentiated approach to ensure the continuity and efficiency of health self-management entities.