A relação entre governança corporativa, administradores e responsabilidade civil nas sociedades anônimas e o caso dos derivativos da Sadia

This article intends to analyze the consequences of the separation between ownership and management in corporations, from the perspective of the agency conflict that is formed between owners and managers, and how the Brazilian legal system deals with this issue. It aims to understand the relationship of the board of directors with corporate governance and its importance in the organic structure of companies. It also aims to analyze how the Corporate Law influences the management of companies. It also aims to analyze how the Corporate Law influences the management of companies with the regulation of the duties of directors and their civil liability. Finally, the article studies the case of Sadia and the implications that occurred with its managers in the case of operations with toxic derivatives.