Marcelo von Adamek

Marcelo Vieira von Adamek is a professor of Business Law at the University of São Paulo Law School. He has been practicing for more than 25 years as an attorney in litigation and arbitration litigation and is recognized by the Leaders League as one of the most important legal opinions in Brazil on Business Law issues, listed in the “Excellent” category for legal opinions. In addition, he is recommended by the same entity to act as an arbitrator in national and foreign proceedings. His extensive academic production includes papers on the liability of administrators, minority abuse, and the asset tying regime of joint stock companies.

Prof. Adamek was president of the São Paulo Lawyers Association (AASP). He is a member of the Institute of Applied Corporate Law (IDSA), founder, associate and former director of the Brazilian Institute of Corporate Recovery (IBR), member and secretary-general of the Special Committee on Corporate Law of the Federal Board of the Brazilian Bar Association, member of the Corporate Law Committee of the Rio de Janeiro Section of the Brazilian Bar Association; member of the Corporate Law Committee of the São Paulo Section of the Brazilian Bar Association; and coordinator of the Corporate Litigation Committee of the Brazilian Institute of Corporate Law (Ibrademp). Attorney at law in São Paulo. Participates on the editorial boards and committees of several specialized journals, especially the editorial board of Revista de Direito das Sociedades e dos Valores Mobiliários (RDSVM – Almedina) and the editorial board of Revista de Direito Civil Contemporâneo (RDCC – RT).

Corporate Litigation

It covers several topics related to corporate litigation, especially with regard to the explicitness of the fundamentals of the corporate institutes in their relation with legal methodology and with the general part of private law, as well as the analysis of the practicability of those institutes in view of the procedural instruments that perform them. The topics of liability of company managers, quitus, typology and materialization of fiduciary duties, minority abuse, action of managers without powers, legitimation problems in corporate law, total and partial dissolution, assumptions and consequences of the disregard of the legal entity and partners’ liability for the company’s bankruptcy are highlighted.

Structural Principles of Corporations

Covers the study of the institutes that regulate business corporations as manifestations of structuring principles that allow them to be understood in a consistent and systematic way, and not as sets of isolated rules. Topics related to the principles of capital protection (patrimonial bond), division of powers in the joint stock company, implicit powers of the general meeting, and implications of the principle of equal treatment of shareholders, as well as clarifications regarding the notions of purpose and social interest, are emphasized.

Problems of business contract law

It covers the analysis and understanding of new clauses of corporate practice through the dogmatic instrument of private law, the analysis of typical situations of contractual conflicts as a method to solve complex litigation, specific problems in insurance contracts, leasing and commercial representation (agency, distribution, commission and brokerage), problems related to atypical guarantees, and the study of the interface between contract law and corporate law, especially with regard to the competence and responsibility of directors in the execution of contracts by the company.