Cavalcanti, Rodrigo de Camargo2025-12-092025-12-092025RODRIGUES JÚNIOR, José. O papel do Estado na regulação do mercado de capitais no âmbito da constituição econômica: proteção as acionista individual minoritário. Goiânia (GO), 2025. 162 f. Dissertação (Mestrado Profissional em Direito Constitucional Econômico) - Centro Universitário Alves Faria, 2025.http://repositorio.unialfa.com.br/handle/123456789/699This dissertation investigates why, despite a seemingly robust regulatory framework, the protection of individual minority shareholders in the Brazilian capital market remains insufficient. Objective: To demonstrate that effective protection of these investors is a constitutional imperative and depends on the coherent articulation of preventive, sanctioning, and compensatory mechanisms; to reconstruct the constitutional foundation of the state's duty to protect; to map regulatory overlaps and gaps; to evaluate the effectiveness of current "layers of protection" and to propose improvements inspired by international benchmarks, notably the disgorgement and fair funds institutes. Methodology: This study employs bibliographical, documentary, and comparative legal-economic research, consisting of: (i) a dogmatic analysis of the 1988 Constitution, Laws 6,404/1976, 6,385/1976, and CVM resolutions; (ii) study of paradigmatic cases – the accounting collapse of Americanas S.A. and the settlement of Weatherford International before the SEC – to assess the distance between public sanction and private compensation (last-mile problem); and (iii) applied analysis of the intelligibility of mandatory disclosure documents. Chapter 1 delimits the research problem, lists hypotheses, and aligns it with the perspective of Economic Constitutional Law, demonstrating the structural, technical, and informational vulnerability of small shareholders. Chapter 2 details the architecture of the stock market and highlights fragmentation and overlapping jurisdictions. Chapter 3 conceptualizes the individual minority shareholder in light of the hybrid typology of the CVM (retail investor) and Leidas S.A.; it examines the duties of transparency, governance, and monitoring that comprise the "regulatory tripod of balance of powers," concluding that these layers do not constitute a sufficiently deterrent to the abuse of control. Chapter 4 delves deeper into the empirical analysis, demonstrating the persistence of the last-mile problem, and identifying ongoing information asymmetries, sanctioning delays, and procedural barriers. The work also includes an examination of the B3/ BSM Loss Compensation Mechanism (MRP)—whose coverage cap was raised from R$120,000.00 to R$200,000.00 in 2024—and a comparison with the North American model (SIPC), highlighting differences in activation, coverage, and institutional design. Integrated proposals: (a) grant the CVM legal power to disgorge funds; (b) create fair funds with automatic allocation to injured investors; (c) reverse the burden of proof when retail shareholders are found to be technically insufficient; (d) expand the standing of class actions financed by a "Last Mile Fund"; and (e) reinforce financial education and require summaries in plain language in mandatory documents, mitigating informational asymmetry at the source. Conclusion: Protective ineffectiveness stems from fragmented regulatory design, a lack of enforcement, and procedural obstacles. Adopting the proposed measures brings sanctions, reparations, and prevention closer together, fulfills the constitutional mandate of promoting free enterprise in a fair competitive environment, and strengthens investor confidence, a prerequisite for mobilizing domestic savings and democratizing capitalism in Brazil.ptAcionista individual minoritárioProteção ao investidorOrdem econômica