In a decision published on September 24, 2026, the 2nd Reserved Chamber of Business Law of the São Paulo State Court of Appeals (TJSP) ruled on a claim challenge filed within the judicial reorganization (recuperação judicial) of an industrial group.
The creditor was a credit receivables investment fund (FIDC) that held, by assignment, a Bank Credit Note (Cédula de Crédito Bancário, CCB) secured by a fiduciary assignment of receivables. The lower court had placed 30% of the claim in Class III (unsecured creditors), on the grounds that the security interest was limited to the 70% threshold set out in the note. The Court reversed that ruling and held that the entire claim falls outside the reorganization proceeding and is not subject to its effects.
Below are 3 key points for banks, FIDCs and other creditors that rely on fiduciary assignments of receivables:
1. Existing and Future Receivables Remain Outside the Judicial Reorganization: The TJSP decision reaffirms settled case law that the security interest over receivables exists from the moment the agreement is signed. It therefore makes no difference whether the sales had already been invoiced or were still to occur when the debtor filed for judicial reorganization; all assigned receivables remain outside the proceeding. The decision also reaffirmed that receivables are not capital goods. As a result, they are not covered by the rule that prohibits, during the stay period, the sale or removal from the debtor’s premises of capital goods essential to its business (Article 49, Paragraph 3, final part, of Law No. 11,101/2005).
2. A Coverage Ratio Is Not a Cap on the Security Interest: In the case at hand, the CCB required the debtor to maintain assigned receivables equal to at least 70% of the debt. On that basis, the debtors argued that the security interest covered only that 70% and that the remaining 30% should be treated as unsecured, under Statement 51 of the 1st Commercial Law Conference of the Federal Justice Council (CJF). The Court did not set aside that statement, but concluded that it did not apply to the case: the 70% was a minimum coverage level the debtor was required to maintain (collateral coverage ratio), not a limit on the security interest. Two features of the note were decisive. The first was the provision that the security interest secured full performance of all obligations. The second was the requirement that, if the receivables fell below 70%, the debtor had to top them up, failing which the entire debt would be accelerated. There is, however, an important caveat. Where the security interest in fact covers only part of the debt, the TJSP itself has classified the excess as unsecured.
3. The Drafting of the CCB and Ongoing Collateral Management Determine the Protection: Because the case was decided on the basis of the note’s terms, it is in structuring the agreement that the creditor ensures its entire claim is excluded from the judicial reorganization. The note should (i) state expressly that the fiduciary assignment secures all obligations; (ii) characterize the percentage as a minimum coverage ratio; (iii) provide for collateral top-up within a set deadline, with acceleration upon default; and (iv) affirm that the security interests are cumulative. Throughout the life of the agreement, creditors should monitor compliance with the ratio and demand top-ups where applicable. For assignees, the case shows that the FIDC received the same treatment as the original creditor, which underscores the importance of complete documentation of the assignment when acquiring claims backed by receivables.
In practice, before extending or acquiring credit secured by receivables, creditors should verify: (i) whether the security interest is tied to full performance of all obligations; (ii) whether the stated percentage is treated as a coverage floor rather than a cap; and (iii) whether there is a collateral top-up mechanism with a clear consequence for non-compliance.
