A importância do valuation no direito empresarial, sua evolução no tempo e as diversas maneiras de fazê-lo

Abstract

This dissertation provides a comprehensive analysis of the primary methodologies in business valuation, focusing on the fundamental dichotomy between their application in corporate finance and their specific treatment within the Brazilian legal system. The research contrasts prospective, cash-flow-based models, such as the Discounted Cash Flow (DCF) method favored in M&A and investment analysis, with market-relative approaches (multiples) and asset-based methods. The central thesis demonstrates that while modern finance prioritizes intrinsic value derived from future earnings potential, the Brazilian judiciary, through consolidated jurisprudence from the Superior Court of Justice (STJ), mandates a distinct standard for the judicial resolution of shareholder exits: the "Balanço de Determinação" (Determination Balance Sheet). This study clarifies that the "Balanço de Determinação" is not the traditional historical-cost balance sheet, but a comprehensive economic valuation of the firm's real patrimony. This legal standard requires the appraisal of all tangible and intangible assets (including goodwill) at their fair market value or "exit price" as of the resolution date. The research investigates why STJ prioritizes this asset-based approach, concluding it stems from a preference for perceived objectivity and judicial security, seeking to avoid the speculative nature of DCF’s long-term projections. This legal standard is conceptually aligned with "reimbursement" rather than “sale price." The analysis also integrates technical accounting standards (CPC 46) defining Fair Value and regulatory frameworks (CVM) governing market transactions. The work concludes that the purpose of the valuation dictates the appropriate methodology and underscores the critical importance of contractual freedom in shareholder agreements to preempt judicial disputes