The Anti-Corruption Law (Law No. 12,846/2013) provides that companies may be held liable for unlawful acts committed against the public administration, with liability persisting even if companies undergo corporate changes, such as mergers, spin-offs, incorporations or contractual changes.
This was the understanding adopted by the Superior Court of Justice (STJ), in the judgment of REsp 2,209,077-RS.
According to the Superior Court of Justice (STJ), a company’s liability for unlawful acts committed prior to a corporate change continues to exist, even if the company’s structure has been modified. This means that a company cannot escape liability simply by changing its name, being incorporated by another company, or even being divided into two.
The law’s intention is to prevent organizations from escaping legal consequences through corporate restructuring.
Furthermore, Article 4, §2, of the Anti-Corruption Law determines that companies that are part of the same group—such as controlling companies, subsidiaries, affiliates, or consortiums—are jointly and severally liable for unlawful acts, meaning they can all be held jointly liable. This rule prevents business groups from using the fragmentation of their structures to avoid punishment.
The Superior Court of Justice’s decision reinforces the legislation’s commitment to integrity in relationships between companies and the government. The message is clear: formal changes do not eliminate liability for past misconduct.
