RECOVERY SYSTEMS IN THE CONTEXT OF PUBLICLY HELD FOOTBALL COMPANIES: COMPARISONS BETWEEN LAW NO. 11.101/2005 AND LAW NO. 14.193/2021 AND DEBT LIABILITY

Abstract

This article discusses the evolution of football clubs into publicly traded football companies within the context of Brazilian legislation, particularly regarding the forms of economic and financial recovery in a general model (that expressed by Law No. 11.101/2005 – Bankruptcy and Judicial Reorganization Law) and in a model specific to the club-company arising from the Football Public Limited Company Law (Law 14.193/2021), as well as raising new issues regarding liability under the aegis of the latter. To this end, it examines judicial reorganization in the Brazilian legal system, addressing its historical evolution, legal bases, and the impact it had on the creation of the Football Public Limited Company (SAF). The analysis begins with the observation that corporate insolvency, which previously had a more punitive treatment, underwent major transformations from the second half of the 20th century onwards. These changes resulted in Law No. 11.101/2005, later amended by Law No. 14.112/2020, which established a legal model focused on restructuring and preserving business activity. It is clear that although both forms of recovery are applicable when there is a corporate transformation to the SAF (Sociedade Anônima do Futebol - Football Corporation) model, the specificity of the latter model is more tailored to the contractual, economic, and financial reality of a football club/company. Despite this, jurisprudence demonstrates that careful attention to the transition is paramount to ensure that the legal guarantees of the SAF are realized, under penalty of liabilities beyond those legally provided for in Law 14.193/2021. For this study, the methodology comprised a bibliographic research (insofar as bibliography on recovery processes was sought in comparison with authors who commented on the recovery form foreseen in the SAF Law, giving priority to the chronological criterion (the most recent). In addition, documentary research was also used, insofar as judicial processes of reference clubs (which have already transformed into Public Limited Football Companies) in Brazilian football were used as a basis for discussion, in order to demonstrate the application of institutes and issues of accountability.