During the trial of Habeas Corpus 127.397/BA, the Supreme Court (STF), following the opinion of Minister Dias Toffoli, addressed limits to the Theory of Control Over the Act, which was commented during the trial of Criminal Case 470 (also known as the “Mensalão” case), also before the STF.
The opinion states that: “The unenforceability of the individualization, in the complaint, of the conducts of the directors of the legal entity must part from the fact that responsibilities of the members of the administrative council or the directors of the company, or the partners or the managers of the limited company are not differentiated in the statute or in the social contract,”.
Also: “When it is possible to differentiate liabilities, the complaint shall not be grounded generically on the condition of director or partner of the company”.
Thus, the logic that all the senior officials are automatically responsible for everything bad a company does falls apart. Obviously, such officials will be responsible according to their participation in the events.