Cláusulas de compliance: responsabilização pelos ilícitos, aplicação das cláusulas e extinção contratual em razão de seu descumprimento

Abstract

The present study aims to analyze the extent to which disobedience to compliance clauses can lead to early termination of the contract. In this scenario, the conformity program, its development at the international and national levels, and its essential elements will be analyzed, as well as the positive impacts that an effective integrity program can bring to the company. Secondly, we will approach issues regarding the civil liability of the legal entity, the directors, members of the tax board and partners of the Corporations, besides other agents that represent it, when one of them commits illegal acts. While the responsibilities of these characters are delimited, we proceed to examine the trend of insertion of compliance clauses in business contracts, reaching, finally, the problem about the possibility of early termination in the negotiating link due to non-compliance with the provisions established in the anticorruption clauses, exploring the position of our jurisprudence in the face of a hindrance of this nature.