FRAUDE NO MERCADO DE CAPITAIS: ANÁLISE COMPARATIVA DA PROTEÇÃO AO INVESTIDOR À LUZ DO INSTITUTO DAS CLASS ACTIONS E DA TEORIA DE FRAUD ON THE MARKET

Abstract

This monograph investigates the ineffectiveness of the Brazilian legal system in providing remedies to investors who are victims of fraud in the capital markets, employing a comparative analysis with the American model. The study begins with the historical evolution of corporations, contextualizing their role in economic development, and examines Brazil's protective framework, which is centered on the Corporate Law and the regulatory actions of the Securities and Exchange Commission (CVM). It demonstrates that although the Public Civil Action (ACP) is the primary instrument for collective redress, its requirement for an individual liquidation and proof of causation by each victim creates a procedural bottleneck that effectively prevents financial compensation for the majority of investors. In contrast, the American system, through the synergy of class actions and the "fraud on the market" theory, establishes a presumption of reliance that facilitates mass litigation and effective damages recovery. The OGX and Americanas corporate scandals are analyzed as case studies that expose the failures of the national model, where administrative punishment occurs, but civil reparation remains theoretical. The paper concludes that enhancing investor protection in Brazil depends on adapting principles such as procedural aggregation and legal presumptions to create a more effective liability system and restore confidence in the market.