Azevedo & Anor v Imcopa Importacao, Exportacao E Industria De Oleos Ltd & Ors

Azevedo & Anor v Imcopa Importacao, Exportacao E Industria De Oleos Ltd & Ors

Consent payments offered to all noteholders who voted in favour of the restructuring resolution, and fully disclosed in the meeting documents, are not unlawful under English law, do not breach the pari passu principle, and do not constitute bribery or fraud on the minority. The resolutions were valid and effective.

Parties
Claimant/appellant: Sergio Barreiros Azevedo; Claimant/appellant: Vera Cintia Alvarez; Defendant/respondent: Imcopa Importação, Exportação e Indústria de Olĕos 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, Majority/minority Rights, Bribery and Fraud on the Minority, Trust Deed Interpretation, Costs Orders
Company Law Contract Law Securities Law Consent Solicitation Pari Passu Principle Majority/minority Rights Bribery and Fraud on the Minority Trust Deed Interpretation +1 more

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Parties

Sergio Barreiros Azevedo

Claimant/appellant

Vera Cintia Alvarez

Claimant/appellant

Imcopa Importação, Exportação e Indústria de Olĕos 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 only those 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 a bribe/fraud on the minority
  3. 3 Whether the resolutions passed were invalid, illegal, or ineffective under English law

Ratio Decidendi

Consent payments offered to all noteholders who voted in favour of the restructuring resolution, and fully disclosed in the meeting documents, are not unlawful under English law, do not breach the pari passu principle, and do not constitute bribery or fraud on the minority. The resolutions were valid and effective.

Court Disposition

Appeal dismissed

Orders

  • The appeal is dismissed in its entirety.
  • The order of the High Court as to costs is upheld; claimants to pay defendants' costs, including costs of the security for costs application, subject to the judge's reduction.