The Brazilian Supreme Court (STF) concluded one of the most sensitive chapters in the privatization of Eletrobras (now Axia) by approving, by majority vote, the agreement signed between the Brazilian government and the company regarding the limits of government intervention in the company's governance.
The decision, taken in plenary session on Thursday (11), confirms the new parameters of political participation of the Executive after the capitalization process and puts an end to the legal dispute that had been dragging on since 2023.
The central point of the debate was the so-called "voting cap," a provision in Law 14.182/2021 that limited the voting power of any shareholder to 10%, including the Federal Government, which holds 42% of the ordinary shares.
The Executive branch argued that such a restriction affected proportionality and compromised the protection of public assets. The controversy led to the opening of the... ADI 7385, which sought to restore greater government influence on the Board of Directors.
The solution came through the CCAF (Conciliation and Arbitration Chamber of the Federal Administration). The agreement signed between the Union and Eletrobras – now ratified by the STF (Supreme Federal Court) – authorizes the government to appoint three of the ten members of the Board of Directors (or two, if its stake falls below 30%) and one of the five members of the Fiscal Council, provided it retains at least 20% of the shares.
If that percentage falls below 20%, the rights are extinguished. The rapporteur, Minister Nunes Marques, defended the full approval of the agreement, stating that... Law 14.182 / 2021 It is a "law with concrete effects," and the consensual solution respects the limits of public administration and reinforces institutional stability.
The majority was formed with the votes of Cristiano Zanin, André Mendonça, Dias Toffoli, Gilmar Mendes, and Luiz Fux, who highlighted the importance of the conciliatory approach. Ministers Alexandre de Moraes, Edson Fachin, Cármen Lúcia, and Flávio Dino dissented, favoring partial approval.
Electronuclear
In addition to addressing corporate governance, the agreement includes clauses regarding Eletronuclear, covering adjustments to guarantees and commitments related to the state-owned company's operation, previously approved at a shareholders' meeting.
The Attorney General's Office stated that the agreement prevents distortions in corporate control and reinforces the company's internal balance after privatization.
In the business context, the agreement directly relates to recent developments in the sector. In October, Eletrobras sold part of its stake in Eletronuclear to Âmbar Energia, a J&F subsidiary, for R$ 535 million.
Amber also assumed responsibility for R$ 2,4 billion in debentures earmarked for improvements at Angra 1, a commitment originally established between the Federal Government and Axia. The Supreme Court's decision does not affect this operation, which did not require judicial approval.
History
The dispute began in 2023, when the government challenged in the Supreme Federal Court (STF) the voting limitation imposed by the privatization law (14.182/2021). In April 2024, after months of negotiations, the Attorney General's Office (AGU) sent the Court a preliminary agreement in which the Union obtained the right to appoint three board members, preserving minimum prerogatives compatible with its shareholding.
The negotiating table also included topics of interest to the company related to the nuclear sector, such as the investment in debentures for Angra 1 and the removal of the obligation to invest in Angra 3.
The agreement was approved at a shareholders' meeting in 2025 and was awaiting only the Supreme Court's review, which has now been completed. With the ratification, the legal dispute ends, and the market assesses that it opens the way for a new cycle in Eletrobras' governance in the post-privatization period.
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