The Quebec Court of Appeal ruled: Pierre Karl Péladeau will have to find common ground with his sister Anne-Marie Peladeau to pay him $ 46.8 million in compensation for its part of the shares of Quebecor that she sold it in 2000.
The court declared that the company belonging to the Parti Quebecois leader has an obligation to “renegotiate in good faith a new agreement” with Anne-Marie Péladeau.
“Ms. Péladeau and his daughter are very satisfied with the outcome and hope that the agents appointed by Mr. Péladeau will negotiate in good faith and soon a fair solution”, Me Philippe Trudel has indicated, one of the lawyers Anne-Marie Péladeau in this dispute between Mrs Péladeau to the company Les Placements Péladeau, the company owned by Pierre Karl Péladeau, but managed last month by agents as part of a mandate without the right to look.
In 2000, Anne-Marie Péladeau has agreed with Erik and Pierre Karl Péladeau brothers to sell its share (25%) of multiple voting shares of Quebecor that had left him Pierre Péladeau. He had bequeathed a quarter of Les Placements Péladeau (holding multiple voting shares Quebecor) to each of his four children. According to the agreement reached in 2000 and ratified by the Superior Court, the value of stock-Marie Péladeau Anne was established at 55 million based on independent appraisals and Péladeau brothers agreed to buy back the multi-year . A portion of the shares to be redeemed each year Placements Péladeau receives a dividend of at least 4.2 million by Quebecor. The independent firm Wise, Blackman felt at the time that the purchase would be completed in 13 years.
Except that Quebecor had to cut its dividend and has never paid dividends 4.2 million per year Investments Péladeau (Quebecor paid dividends 3.5 million per year since 2006). Result: Placements Péladeau has never paid compensation to Anne-Marie Péladeau under this clause in the agreement, although Peladeau brothers have meanwhile benefited from the voting rights of the shares in question.
In 2011, Anne-Marie Péladeau decided to pursue Les Placements Péladeau, a practice owned 100% by Pierre Karl Péladeau since he bought out his brother Erik dispute in 2009. Amount: 46.8 million or the difference between the value of 55 million and the amount of 8.2 million that Anne-Marie Péladeau received in 2000 and 2001. Erik Péladeau and Pierre Karl Péladeau, MP for Saint-Jérôme since 2014 and head of Parti Quebecois leader of the official opposition in the National Assembly since May, are involved in the dispute.
Obligation to renegotiate in good faith
In a judgment delivered today, the Quebec Court of Appeal ruled in favor down the line to Anne-Marie Péladeau, reversing a decision of the Superior Court and declaring that the company Les Placements Péladeau has the obligation to “renegotiate in good faith the terms of a new agreement “with Anne-Marie Péladeau.
The court is based on a clause in their 2000 agreement to a “unplanned event” entails the obligation to “renegotiate in good faith”. In court, Anne-Marie Peladeau argued that the absence of sufficient dividends to redeem the shares for 13 years is an “unplanned event”, while the company’s Placements Péladeau claimed otherwise. Pierre Karl Peladeau and Erik Péladeau did not testify in court in this case.
Honorable judges Marie St-Pierre, Nicholas Kasirer and François Pelletier agreed with Anne-Marie Péladeau, concluding that “no one has considered […] the recurring lack of sufficient dividends […], so 13 years later the appellant still has not received its due almost in spite of the significant improvement in the economic situation and the financial results of Quebecor along the way. “” To ask the question is to answer it, “wrote Mr. Justice Marie St-Pierre, also noting that Anne-Marie Péladeau was dealing” with the controlling shareholder of this company. ”
Debate on dividends
During the dispute, Anne-Marie Péladeau has itself admitted the lack of direct involvement of his brothers in “the reporting process Quebecor dividend” that determined in practice its repurchases. A member of the Board of Quebecor had also testified to that effect in the Superior Court.
Without contradicting these claims, the Honourable Justice Marie St-Pierre, however, bother to specify “[that] it still not be ignored that those involved directly in this regard (Member of the Audit Committee and board) do so by ensuring “to meet the expectations of shareholders” and “meet as best as possible the expectations of shareholders,” includes any controlling shareholder for whom the increase in shareholders’ equity is likely to have more interest than an immediate return on investment through the payment of dividends. ”
Pierre Karl Péladeau preferred not to comment on the issue. His company Les Placements Péladeau has 60 days to make an application for leave to appeal to the Supreme Court of Canada.
Call or not, the decision of the Quebec Court of Appeal is enforceable immediately. The lawyers Anne-Marie Péladeau and will request a meeting with Placements Péladeau representatives in the coming days. Last month, Mr. Péladeau has given the mandate to manage his company Les Placements Péladeau (which holds the shares of Quebecor multivotantes) Investments in the company Saint-Jérôme, administered by the former president of the Mouvement Desjardins Claude Béland, the banker André P. Brosseau and lawyer James A. Woods.