Eagle Football Holdings, owner of 90% of SAF do Botafogo, obtained victory in the Superior Court of Justice (STJ) against the associative club itself and businessman John Textor, who sought to remove from the shareholder his political powers and influence over the management of the club-company. In practice, the STJ decided that Eagle is the one who maintains the voting power and control of the SAFmajority shareholder of the company.
In a decision this Thursday (21), Minister Raul Araújo understood that questions about control, voting and governance of the SAF must be resolved by arbitration by the FGV Chamber, and not by the 2nd Business Court of Rio de Janeiro, which had suspended Eagle’s political powers and allowed John Textor to return to management.
In arbitration, the Eagle had been obtaining successive favorable decisions, with recognition of its right to participate in SAF voting and strategic decisions. At one point, the arbitration court even ordered John Textor’s removal from the company’s management after pointing out non-compliance with arbitration decisions.
However, in parallel to the arbitration, SAF Botafogo, through the associative club, and Textor appealed to the 2nd Business Court of Rio de Janeiro, seeking to suspend Eagle’s political rights and reverse the effects of the arbitration decisions. Thus, there were two opposing decisions coexisting at the same time: while the arbitration recognized Eagle’s powers, the corporate court limited these same powers.
Given the impasse, the case was taken to the STJ through a conflict of jurisdiction, a mechanism used precisely to define which instance has the authority to judge a given dispute.
In the decision, Minister Raul Araújo states that the corporate court exceeded its competence by directly interfering in the company’s command structure even before the formal existence of a judicial recovery process. For the minister, “allowing the state court, still in the pre-recovery phase, to neutralize arbitration decisions and assume broad control of corporate matters is equivalent to depriving the effectiveness of arbitration, breaking the structural balance of the systems and compromising the predictability of business relations”.
With this, the FGV Chamber arbitration remains responsible for deciding all issues related to management and the governance of SAF Botafogo.
The case has the firms Bermudes Advogados and Mattos Filho, representing Eagle. SAF Botafogo, club Botafogo and John Textor are represented by the offices Basílio Advogados, Salomão Advogados, Fux Advogados, Cesar Asfor Rocha Advogados, Antonelli Advogados and Gleich Advogados.
