SAO PAULO: Shareholders in JBS SA on Friday cleared the way for the Brazilian food processor to sue its own controlling stakeholders and certain former managers, a rare victory for shareholder activism in Latin America’s largest economy.
The vote was a win for JBS’s top minority shareholder, national development bank BNDES, which has been trying to hold Wesley and Joesley Batista, the heirs of the company’s founder, accountable for a plunge in JBS’ stock in 2017 after they confessed to bribing multiple government officials.
BNDESPar, the development bank’s investment arm, which is JBS’s No. 2 shareholder with a 22% stake, declined to comment on the vote. JBS said it will comply with the shareholders’ decision, without elaborating.
J&F Investimentos, the biggest JBS shareholder, which would be a target of the complaint approved on Friday, said the resolution passed solely thanks to BNDESPar, which proposed it in the first place. Previously, BNDESPar secured an arbitration court ruling barring J&F from participating in today’s vote.
Two sources familiar with approval of the resolution said some other minority shareholders had sought to split their vote, siding with BNDESPar in terms of suing JBS’s former managers but not J&F, since they are already pursuing the parent company in a separate arbitration proceeding.
In addition to the Batista brothers, neither of whom have board or management roles at JBS or J&F anymore, the meatpacker will now be compelled to sue Florisvaldo Caetano de Oliveira, a former JBS employee allegedly involved in bribing some officials, and former JBS general counsel Francisco de Assis e Silva.
The brothers are the two shareholders of J&F.
One of the sources said that it would be inappropriate for a company to sue its own corporate parent, a recourse reserved for shareholders. After today’s vote, however, JBS has the option of joining an ongoing arbitration against its parent, the person said, adding this would be the simplest course of action.
A third source said lawsuits pitting a company against its own parent are rare but added that JBS now faces a 90-day deadline to figure out a way to do so.
“Normally a company does not pursue it, and the burden falls on a minority shareholder,” the person said.
BNDESPar, which helped fund JBS’s expansion through a series of acquisitions, opted to push for the resolution after a plea-bargain deal exposed the bribery ring, which along with the Batista brothers implicated politicians, including former Brazilian President Michel Temer.
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