Ambipar, through the Rio de Janeiro courts, managed to prevent manager Opportunity from selling its shares through FIP Everest (which holds 9.41% of the company’s shares) and its fiduciary agents (Banco Genial and Plural).
The environmental management company is in the process of judicial recovery, but had already reached a similar decision regarding Bradesco.
The company has been informing the market since last month that the company’s administrator Tercio Borlenghi Junior’s stake has been reduced due to the sale of Ambipar shares by banks and management companies. For example, the company announced on October 22 that its share and voting capital ratio decreased from 67.68% to 59.54%.
According to the company, this process led to a sharp decline in market value and negatively affected the company’s restructuring process.
Opportunity argued to the court that its managers did not own Ambipar’s debt, that Ambipar was doing business on the stock exchange like any other investor, and that they had the right to trade its shares whenever they wanted.
The manager said in the complaint that when Ambipar acquired the three companies and raised their leverage (the use of funds in excess of the company’s available funds) to a level that required them to be consulted as partners, they believed the terms would allow them to change the class of the company’s shares in the market. Therefore, it was supported by the amortization of securities.
In the first decision, the court ruled that Bradesco alone must immediately refrain from selling, liquidating, converting, amortizing, indemnifying, or transferring (measures to protect the company’s business, such as prohibiting debt enforcement) the shares issued by Ambipar.
In the proceedings, which are being held at Rio de Janeiro’s 21st Private Law Chamber, Bradesco said the judicial recovery was distorted to protect Tercio’s private business. “Stocks held by individual shareholders in a corporation do not constitute property or assets of the corporation itself, but are the property of the shareholder itself,” the bank says in its lawsuit. The argument was not accepted.
On the other hand, since Opportunity was not a creditor, the judgment did not extend to Opportunity. Ambipal then appealed, and this time Judge Mauro Pereira Martins ruled that the sentence should be extended to supervision.
According to the judge, it is necessary to involve shareholders as well as creditors to refrain from adopting “practices that could lead to the ruin” of a company undergoing restructuring.
“The exercise of the right to participate in a company cannot be obtained at the expense of wrongdoing by a partner to the detriment of the company itself, as in the case under analysis,” the judges argued in their ruling.
Opportunity did not respond to a request for comment.
On Tuesday this week, Ambipar announced that it had postponed the release of its third quarter balance sheet, which was scheduled for this Wednesday (12th). The company said the judicial recovery process has hampered document review efforts and hoped the process would be completed as soon as possible.
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