On November 5th, the 3rd Panel of the Superior Court of Justice decided, through the judgment of REsp 1841466^[1]by Justice Ricardo Villas Bôas Cueva, that it was impossible to seize stock options. The judgment of the case focused on the possibility of a third party exercising the right to purchase shares in a company due to a pledge.

The panel unanimously held that the granting of a call option is a very personal right and, therefore, can only be exercised by the beneficiary who signed the corresponding document to the share purchase plan.

In this case, a financial company was enforcing a claim against an individual who had been granted a stock option to buy shares in the company where he worked – the stock option was granted as part of an incentive plan for employees, enabling them to become shareholders in their own employer in the future. During the course of the execution, the court of origin granted a seizure of the right arising from the stock options contract, thus enabling the plaintiff to acquire shares in the company in which the defendant is employed.

The state court overturned the decision, ruling that the seizure of the right to purchase the shares does not authorize the creditor to exercise the right. According to the Court’s reasoning, the purchase option granted has no economic value and, if the seizure were to take place, it should only be on any shares acquired by the defendant after the purchase right has been exercised. In other words, the executor could not exercise the right to purchase shares in place of the defendant.

In accordance with the Court’s position, the STJ decided to dismiss the special appeal filed by the financial company, taking the view that if the executor did not exercise the right of acquisition, which was his option, the assets (shares) did not become part of his private assets, leaving only the benefit in terms of the right of acquisition, the nature of which is very personal.

This recent ruling is an important precedent, recognizing the very personal right granted to the employee and preserving the interests of the company. The decision reinforces the impossibility of forcibly acquiring shares outside the corporate and business sphere, avoiding possible damage to the company’s strategic plans and promoting stability and integration between shareholders, managers and employees.

By: Liège Fernandes Vargas
Corporate Law | CPDMA Team

^[1] RECURSO ESPECIAL Nº 1841466 – SP (2018/0304603-4), 3rd Panel, Superior Court of Justice, Rapporteur Ricardo Villas Bôas Cueva, judged on November 05, 2024.