A dissertação tem como objetivo estudar a participação minoritária de Instituições Científicas, Tecnológicas e de Inovação (ICTs) públicas no capital social de empresas como forma de remuneração pela transferência de tecnologia e pelo licenciamento para outorga de direito de uso ou de exploração de criação, nos termos do artigo 5º, §6º da Lei de Inovação (Lei nº 10.973/2004). Políticas públicas de incentivo à inovação têm cada vez mais importância para o desenvolvimento dos países, tanto desenvolvidos como em desenvolvimento. A intervenção direta do Estado na economia como impulsionador da inovação é indiscutivelmente relevante, tanto do ponto de vista histórico quanto na atualidade. A promoção da cooperação e interação entre os diferentes entes participantes do sistema nacional de inovação, sejam públicos ou privados, é um dos meios de estímulo à inovação que podem contribuir para o desenvolvimento econômico e tecnológico do país, com vistas ao interesse social. A participação societária que é objeto da presente pesquisa é uma das formas de incentivo à interação entre as ICTs e o setor produtivo previstas na Lei de Inovação, e claro mecanismo de intervenção do Estado na economia. Para que o instrumento de participação possa ser aplicado, é necessário analisar em profundidade a natureza jurídica e características das ICTs públicas brasileiras, os requisitos jurídicos para que a participação minoritária seja implementada, bem como as consequências jurídicas e socioeconômicas para ambas as partes. / The dissertation has the purpose to study the minority interest of public research institutions in companies as a form of remuneration for the transferring and licencing of technology, according to the article 5th, §6th of the Brazilian Innovation Law (Lei nº 10.973/2004). Public policies to stimulate innovation are increasingly more important worldwide, both in developed and developing countries. The State intervention in the economy as a driver of innovation in inarguably relevant, either from the historical point of view or nowadays. The promotion of cooperation and interaction between the different entities participating in the national innovation system, both public and private, is one of the means of stimulating innovation that can contribute to the country\'s economic and technological development, as well as the public interest. The equity interest, which is the object of the present research, is one of the forms of incentivising the interaction between research institutions and the productive sector, foreseen in the Brazilian Innovation Law, and a clear mechanism of State intervention in the economy. For that minority interest to be applied, it is necessary to analyse in depth the legal nature and characteristics of Brazilian public research institutions, the legal requirements for minority interest to be implemented, as well as the legal and socioeconomic consequences for both parties.

It is in the area of the regulation of a company's share capital and distributions to shareholders that the inherent conflict between creditors and shareholders, and the fragile balance among shareholders internally, intersect. The share capital of a company underlies its corporate structure and represents not only its initial own funds from which creditors can be paid, but also the relative equity interests of the shareholders. The balance between shareholders can be disturbed by capital reorganisations through increase, reduction or variation of share capital or through disproportionate contributions by, or distributions to, shareholders. Share repurchases are particularly risky in this regard. Creditor interests are affected when their prior right to payment is endangered by distributions to shareholders. This study analyses the South African Law relating to share capital and distributions against the background of a comparative study of the laws of England, New Zealand, Delaware and California, as well as the provisions of the American Model Business Corporations Act. Two main approaches to creditor protection are evident. The capital maintenance doctrine, which is followed in England and Delaware, protects creditors by emphasising the notional share capital of the company as a limit on distributions. In contrast, the solvency and liquidity approach focuses on the net assets of the company and on its ability to pay its debts. New Zealand, California and the Model Business Corporations Act represent this approach. Regulatory responses to shareholder protection range from insistence on compliance with procedural requirements to minimal statutory intervention in the internal affairs of companies, instead relying on general principles of fairness and good faith. There is little correlation between a particular system's approach to creditor protection on the one hand, and to shareholder protection on the other. England, New Zealand and South Africa prescribe specific formalities, while the American approach is more relaxed. South Africa is a hybrid system. Its transition from capital maintenance to solvency and liquidity has been incomplete and its protection of equity interests is relatively unsophisticated. A number of recommendations are made for an effective and coherent approach that will safeguard the interests of creditors and shareholders alike. / School: Law / LL.D.

It is in the area of the regulation of a company's share capital and distributions to shareholders that the inherent conflict between creditors and shareholders, and the fragile balance among shareholders internally, intersect. The share capital of a company underlies its corporate structure and represents not only its initial own funds from which creditors can be paid, but also the relative equity interests of the shareholders. The balance between shareholders can be disturbed by capital reorganisations through increase, reduction or variation of share capital or through disproportionate contributions by, or distributions to, shareholders. Share repurchases are particularly risky in this regard. Creditor interests are affected when their prior right to payment is endangered by distributions to shareholders. This study analyses the South African Law relating to share capital and distributions against the background of a comparative study of the laws of England, New Zealand, Delaware and California, as well as the provisions of the American Model Business Corporations Act. Two main approaches to creditor protection are evident. The capital maintenance doctrine, which is followed in England and Delaware, protects creditors by emphasising the notional share capital of the company as a limit on distributions. In contrast, the solvency and liquidity approach focuses on the net assets of the company and on its ability to pay its debts. New Zealand, California and the Model Business Corporations Act represent this approach. Regulatory responses to shareholder protection range from insistence on compliance with procedural requirements to minimal statutory intervention in the internal affairs of companies, instead relying on general principles of fairness and good faith. There is little correlation between a particular system's approach to creditor protection on the one hand, and to shareholder protection on the other. England, New Zealand and South Africa prescribe specific formalities, while the American approach is more relaxed. South Africa is a hybrid system. Its transition from capital maintenance to solvency and liquidity has been incomplete and its protection of equity interests is relatively unsophisticated. A number of recommendations are made for an effective and coherent approach that will safeguard the interests of creditors and shareholders alike. / School: Law / LL.D.