Court of Appeal | Pierre Carl Peladio faces setback against his half-brother

Vincent Brusso-Pauliat
Press

The Court of Appeals considers it “effective and necessary” to grant Les Placements Belladio and its regulatory partner Pierre Carl Belladio the June 30, 2022 deadline, thus fulfilling their obligation to repurchase non-voting shares. Simon-Pierre Belladio in Les Placements Belladio.

The court concludes that the recession in which Simon-Pierre Peladio’s shares have now recovered is a “form of repression” in this sense Business Corporate Law Of Quebec – This allows the court to force the repurchase of the last shares within a year.

Les Placements Belladio, owned by Pierre Carl Belladio, is a wholly owned subsidiary of Quebec, a telecommunications and media company valued at about $ 7.9 billion, on the Toronto Stock Exchange.

When he died in 1997, one of the most important entrepreneurs in Quebec history, businessman Pierre Belladio, was given to one of his seven children, Simon-Pierre, who shares about 11.5 million worth of Les Placements Belladio without the right to vote.

Under the 2001 and 2008 agreements, Les Placements Belladio would repurchase shares of Simon-Pierre Belladio, subject to the dividend limit announced by Quebec for its shareholders (including Less Placements Belladio).

Eventually, Simon-Pierre Peladio would receive $ 11.5 million. However, the share repurchase begins in 2002. However, there is a condition: Belladio must receive at least $ 3 million a year in dividends from Quebec to buy back a share of the jobs that year.

From 1995 to 2001, Quebec paid $ 5.7 million to $ 9.8 million a year as dividends to Les Placements Belladio. However, between 2002 and 2014, the amount of dividends paid was significantly reduced, to about 3.5 million per year.

Conclusion: From 2002 to 2016, Simon-Pierre Belladio repurchased less than 10% of his holdings in Les Placements Belladio. He gets about 1.2 million.

Simon-Pierre Peladio filed a civil lawsuit in 2016 against Les Placements Peladio and its controlling partner, Pierre Carl Peladio. He considers Pierre Carl Peladio to have committed abuse, injustice and oppression against him. Business Corporate Law By following the “agreements for the letter”. For his part, Pierre Carl Peladio denies any repression, any injustice, any abuse.

In 2019, the High Court dismissed the civil case against Simon-Pierre Peladio. But three judges of the Court of Appeal overturned the decision on Thursday, thus proving that Simon-Pierre Peladio was right.

To seek redress for abuse under Section 450 Business Corporate Law Quebec, a person must show: 1) he had a reasonable expectation (for example, to repurchase his shares within a reasonable time); 2) The Court of Appeals briefly states that this reasonable expectation was “frustrated by misconduct or unreasonable conduct.”

Quebec’s dividend fluctuations

In its conclusion, the Court of Appeals ruled that there was a “reasonable expectation” on both sides that a full repurchase of Simon-Pierre Peladio’s shares would take place on a “reasonable horizon.”

Step Two: There was misconduct or unreasonable behavior Business Corporate Law ? Yes, the Court of Appeals decides.

In his case, Simon-Pierre Belladio, Les Placements Belladio and Pierre Carl Belladio were accused of using their enormous influence in controlling the shareholders, thus appealing to the Court of Appeals to “recoup Quebec shares” in controlling Quebec shares.

Instead, Placements Belladio and Pierre Carl Belladio argue that the volatility in dividends is “the result of the business decisions of its board of directors, taking into account the decline in its operations related to the acquisition of printing and videotron cable distributors. The Court of Appeals summarized its decision. In 2000, Quebec had to use significant financial resources to purchase Videotron. This is also the reason for the acquisition of shares of Guys de Dept et Placement to Quebec in Videotron in 2017 and 2018.

The Court of Appeals ruled in favor of Simon-Pierre Bellato’s claim that the agreements between Les Placements Belladio and him were “established by Quebec” with the intention of “knowingly disappointing the evidence”.

However, the court noted that the descriptions of Placements Belladio and Pierre Carl Belladio regarding the repurchase of Casey shares by Quebec were “very credible for 2017-2018”. [que] It does not in any way explain the previous share repurchase policy established since 2011. ”

Whether we like it or not, it does not change anything, the Court of Appeals concludes: Simon-Pierre Peladio’s interests were not taken into account in these decisions.

“In this case, we can only see the positive effect of increasing the value of policy interests on the repurchase of shares to the detriment of the dividend declaration. [des Placements Péladeau et de Pierre Karl Péladeau] In Quebec, stock purchases are suspended [de Simon-Pierre Péladeau] […] They promised. Whether or not this is the result of an integrated repressive strategy [des Placements Péladeau et de Pierre Karl Péladeau] This does not change the fact that it is a kind of repression covered by 450 and more articles [de la Loi sur les sociétés par actions] Judge Robert Mainville writes.

The Court of Appeals therefore grants Pierre Carl Belladio and Placement Belladio one year to repurchase the remaining shares of Simon-Pierre Palladio. Simon-Pierre Peladio earned about $ 5.2 million between 2019 and the first quarter of 2021 (by his company Geston Simon-Pierre Peladio).

Lawyers for both parties to the dispute did not respond to an email Press Thursday to comment on the case. Employment attorneys Peladio and Pierre Carl Peladio did not specify whether their clients would like to appeal the decision.

Another part of Pierre Peladio’s legacy is subject to a separate trial before the courts. Since 2011, Anne-Marie Belladio has taken civil action against Les Placements Belladio and her brothers Pierre Carl and Eric Belladio, who bought non-voting shares for him by their father. The High Court ruled in favor of Anne-Marie Peladio in 2020. Jobs appeals this last decision. Despite the appeal, the Court of Appeal ordered Placement Belladio to pay the remaining $ 19 million immediately to Anne-Marie Peladio (which was done). The case is set to go to trial in September.

In collaboration with Louis-Samuel Barron, Press