The Superior Court of Justice (STJ) once again imposed clear limits on the undue expansion of the jurisdiction of the reorganization court.
In REsp 1.994.200/SC, the Court held that, once the stay period has expired, there is no legal basis to block the enforcement of an extraconcursal claim under the generic justification of “preserving the company”. The message is straightforward: that principle is not a blanket authorization to dilute or neutralize valid collateral.
The case concerned funds held in a bank account, tied to a fiduciary assignment of receivables. Even though the claim was unequivocally extraconcursal, the trial court had ordered the release of the amounts, invoking their alleged essentiality to the debtor’s continued operations, a rationale later endorsed by the Santa Catarina Court of Appeals.
STJ, however, when adjudicating the appeal, was unequivocal in reaffirming what the law already makes plain, although practice often attempts to bend it:
1. Cash subject to fiduciary collateral does not qualify as a capital asset;
2. Such funds are not subject to the effects of judicial reorganization, pursuant to Article 49, §3 of the Brazilian Bankruptcy and Reorganization Law;
3. Following Law No. 14.112/2020, the supervisory authority of the reorganization court over enforcement measures is restricted to the stay period. Once that period lapses, there is no legal support to halt enforcement of an extraconcursal claim on the sole basis of the corporate preservation principle.
The STJ reiterates, once again, that the preservation of the company is not a safe harbor for shielding assets. The system requires a balance between reorganization and legal certainty – and that balance includes respecting the fiduciary creditor’s property rights and the predictability essential to the credit market.
