Azevedo & Anor v Imcopa Importacao, Exportacao E Industria De Oleos Ltd & Ors [2013] EWCA Civ 364 (22 April 2013)

Azevedo & Anor v Imcopa Importacao, Exportacao E Industria De Oleos Ltd & Ors [2013] EWCA Civ 364 (22 April 2013)

Consent payments offered to all noteholders who vote in favour of a restructuring resolution, where fully disclosed and not passing through the trustee, do not breach the pari passu principle or constitute unlawful bribery under English law. Such arrangements are valid provided the offer is open to all and the process is transparent.

Citation
[2013] EWCA Civ 364
Parties
Claimant Appellant: Sergio Barreiros Azevedo; Claimant Appellant: Vera Cintia Alvarez; Defendant Respondent: Imcopa Importação, Exportação e Indústria de Oleos Ltda; Defendant Respondent: Imcopa International S.A.; Defendant Respondent: Imcopa International Cayman Ltd
Jurisdiction
England and Wales
Judgment Date
22 April 2013
Procedural Posture
Civil Appeal / Appeal From High Court (commercial Court) to Court of Appeal
Outcome
Appeal dismissed
Legal Topics
Consent Solicitation, Pari Passu Principle, Bondholder Meetings, Majority Binding Minority, Bribery in Company Law, Trust Deed Interpretation
Company Law Contract Law Financial Law Consent Solicitation Pari Passu Principle Bondholder Meetings Majority Binding Minority Bribery in Company Law +1 more

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Parties

Sergio Barreiros Azevedo

Claimant Appellant

Vera Cintia Alvarez

Claimant Appellant

Imcopa Importação, Exportação e Indústria de Oleos Ltda

Defendant Respondent

Imcopa International S.A.

Defendant Respondent

Imcopa International Cayman Ltd

Defendant Respondent

Procedural Posture

Civil Appeal / Appeal From High Court (commercial Court) to Court of Appeal

Legal Issues

  1. 1 Whether consent payments to noteholders voting in favour of a restructuring resolution are unlawful under English law
  2. 2 Whether such payments breach the pari passu principle or constitute unlawful bribery under company law
  3. 3 Whether the resolutions passed were invalid, illegal, or ineffective

Ratio Decidendi

Consent payments offered to all noteholders who vote in favour of a restructuring resolution, where fully disclosed and not passing through the trustee, do not breach the pari passu principle or constitute unlawful bribery under English law. Such arrangements are valid provided the offer is open to all and the process is transparent.

Court Disposition

Appeal dismissed

Orders

  • The appeal against the main judgment is dismissed.
  • The appeal against the costs order is dismissed.