Opinion – Vinicius Torres Freire: Taking money from shareholders is just one battle in the American war

At least some of the creditor banks want Americanas’ largest shareholders to cover part of the loss, part of the default that the company will default on, with their own personal assets, as this news reported. Sheet.

In general, shareholder and company assets are separated, as is well known. But the creditors’ battle plan goes further: making life difficult or harming these shareholders in the US market, for example.

Taking money from shareholders of interest (larger and involved in management) is an exceptional situation, with the exception of cases in which a fingerprint is found on the weapon of a financial, accounting or similar crime.

What’s the idea then? Still putting pressure on the company and larger shareholders until the default is reduced to the minimum possible (huge minimum), as also seems obvious.

The difference here is the furious spirit of the dispute. Creditors, says at least one bank representative, intend to “greatly increase the risk” that the large shareholders of Americanas will have problems in the US courts, be condemned to pay billions in damages and face difficulties in operating in the markets there; in Brazil, the idea would be to create a de facto “police case”.

Leaving aside the separation of company assets (PJ) and its main or interest shareholders (Jorge Paulo Lemann, Carlos Alberto Sicupira and Marcel Telles) is called “disregard of legal personality”.

As practically nothing is known about the nature, size and authorship of the turmoil at Americanas, the hypothesis of responsibility of the largest shareholders is still speculative, as this bank admits that will take a skewer from the company.

Carrying out such a process or any other form of compensation for damages to the company is complicated. Attributing responsibility for rolls to shareholders is difficult. Good lawyers would drag this process out for a long time.

“It is a valid legal instrument, at this point based on strong doubt about what happened in the command there, and an instrument of pressure that can be a means of shortening a war that could be a long one, a dispute that is of no interest to anyone, to the economy, the market, suppliers, employees, etc.”, says a representative of a bank.

The problem so far, in short, is that the “reference shareholders” do not “show any willingness to negotiate, on the contrary”.

As for the unwinding of the roll so far almost zero, other involved (affected) continue to comment on the disaster with furious mockery, an attitude that was visible from the second day of the crisis. The banks’ reaction was to bite the company’s neck and treat its management like people who “will run away with the money”.

The most recent revolt concerns the presentation of lists of debts, a mess, since they are incompatible with each other and with amounts disputed by the creditors themselves. Another problem is the autonomous audit committee, made up of people with deep ties to the company or who are part of its command, as Bradesco creditor argued.

For now, more concrete and material, the legal offensive aims to obtain and preserve evidence, make a large collection of all communications from executives, internal and external, and collect data that will allow an evaluation that will give clues about how this roll was assembled .

The company, based on the scarce evidence it has provided so far, hid debts and thus inflated results. Without such a maneuver, it would not have had access to as much credit and the price it obtained. He would not have been able to raise capital (or, at least, not at the price he did), etc. Cycled, in short.