A responsabilidade do investidor-anjo pelo pagamento de dívidas trabalhistas da startup investida: fundamentos jurídicos e estratégias para mitigação de riscos

Abstract

What are the legal grounds capable of justifying the possibility of the angel investor being held responsible for the investee startup's labor debts and how to mitigate the risks that this may happen are the questions that guide this dissertation, whose general objective is to stimulate reflection and the debate on the applicable Law rules and applied in the labor sphere when inserted in the context of public policies aimed at encouraging and stimulating innovative activities, notably those that startups deal with. From the presentation of concepts and characteristics related to innovation, entrepreneurship, startups, angel investment and equity responsibility, the author contextualizes the importance of the proposed theme in the Brazilian legal system. Based on the literature review on the matter and on an analysis of case law selected by sampling, the author seeks to reference the legal grounds related to the possibility of the investor being held responsible for the investee company's labor debts, finding its bases in the institutes of disregard doctrine and economic group (even in cases where the investor does not formally integrate the corporate structure of the startup/invested company). As a result of the research carried out, the author suggests the adoption of certain strategies aimed at mitigating the risks of the angel investor becoming financially responsible for the investee startup's labor debts, including the insertion of specific clauses in the respective contract, the need to document the role of this investor in the daily life of the company, conducting periodic audits and implementing integrity and/or compliance programs with the startup. Also, regarding the angel investor's exemption from liability in the event that the financial contribution is made by a legal entity/company, the author points to the existence of a gap in Brazilian legislation, notably due to the possibility of configuring an economic group in the relationship established between investor and investee, and proposes the drafting of a Bill of Law to add two paragraphs to article 2 of the Consolidation of Labor Laws.