Marcelo Vieira von Adamek

Partner
marcelo@adamek.com.br

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 experts 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).

  • Professor of Commercial Law at USP Law School.
  • Doctor and Master in Commercial Law from USP.
  • Lawyer, arbitrator and legal expert.
  • 25 years experience in commercial law.
  • Former professor of the LL.M. program at Insper and CEU Law School.
  • Former president of the São Paulo Lawyers Association (AASP).

Languages

German
English
French
Italian
Spanish

Experience

PhD Professor of Commercial Law at USP Law School
Since 2018 | Subjects taught:

Business contracts in kind (FD-USP)
Fundamentals of Corporate Law (FD-USP)
Fundamentals of Business Law (FD-USP)
Insurance Law (FEA-USP)

Partner at Advocacia von Adamek
Since 1999 | Specialties:

Preparation of legal opinions
Arbitrator in national and foreign proceedings
Lawyer in the areas of corporate and civil litigation

Education

Doctorate in Commercial Law

University of São Paulo | 2007-2010
Title: Minority Abuse in Corporate Law (abuse of minority subjective positions)
Advisor: Prof. Dr. Erasmo Valladão A. e N. França

Master in Commercial Law

University of São Paulo | 2003-2006
Title: Civil Liability of S/A Administrators (and the actions provided for in Law 6.404/76 to enforce it) Advisor: Prof. Dr. Erasmo Valladão A. e N. França

Bachelor of Laws

Pontifical Catholic University of São Paulo (PUC-SP) 1991-1995

Awards and titles

“Excellent” in Legal Opinions category

Leaders League
2022

“Highly recommended” in Arbitration category

Leaders League
2022

Best Lawyers

2022

Meeting of Generations Award (IDSA Medal)

Institute of Corporate Law
Applied | 2012

Institutional links

Former president of the São Paulo Lawyers Association (AASP) | 2017

Former director of the São Paulo Lawyers Association (AASP) | 2013-2016

Counselor of the São Paulo Lawyers Association (AASP) | Since 2009

Member of the Institute of Applied Corporate Law (IDSA) | Since 2013

Founder, associate and former director of the Brazilian Institute of Business Recovery (IBR) | 2012-2016

Member and Secretary-General of the Special Commission on Corporate Law of the Federal Council of the OAB | Since 2019

Effective member of the Business Law Commission of the OAB-RJ | Since 2016

Complementary training

Specialization in Economic and Business Law
Getúlio Vargas Foundation (FGV) | 2001

Executive and Commercial Lawyer
London School of English – LSE (England) | 2001

Seminar on Environmental & Natural Resources Law Northwestern School of Law of Lewis & Clark
(USA) | 1999

Other teaching activities

Professor of the LL.M. program at Insper
2014-2017

Professor of the Specialization course in Business Law and LL.M. program at CEU Law School
2006-2017

Invited professor of the LL.M. program in corporate law at Fundação Getúlio Vargas do Rio de Janeiro (FGV-RJ)
2014-2017

Guest professor of the Specialization course in Business Law at the Universidade Vale do Rio dos Sinos (Unisinos) in São Leopoldo – RS
2015-2017

Guest Professor of the Specialization course in Business Law of the Pontifical Catholic University of Rio Grande do Sul (PUC-RS)
2014-2017

Participation in editorial boards

“Revista do Advogado”, official magazine of the “Associação dos Advogados de São Paulo” – AASP | 2009-2017

“Revista de Direito das Sociedades e dos Valores Mobiliários” – Almedina | Since 2015

“Revista de Direito Civil Contemporâneo” – RDCC (under the coordination of Prof. Dr. Otavio Luiz Rodrigues Júnior (reviewer) | Since 2017

Research Lines

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.

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