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The majority of the Federal Supreme Court (STF) decided to free refineries and other subsidiaries without the legislative approval of Petrobras (PETR3; PETR4) in the session this Thursday. The vote was closed by six votes releasing the sale against four opponents.
The ruling was the result of a lawsuit filed by the Executive Directors of Congress, who questioned the court whether the creation of subsidiaries was being done to divide the state’s assets and defraud the need to consult with the Legislature. In 2019, the STF had already decided that only the sale of parent companies would need the authorization of Congress to happen and if the agreement led to the loss of share control by the Union.
Thus, the 2019 Supreme Court decision based on the argument that, if there is no loss of share control by the Union, the assets can be sold without authorization from Congress.
The session this Thursday began with the vote of the rapporteur of the action, Minister Edson Fachin, who affirmed that the approval of the Legislative Power is essential. “It is not affirming that this sale is not possible, necessary or desirable within the company’s divestment program, but that this action depends on the necessary review of the National Congress and the bidding process,” he said. His vote was followed by Rosa Weber, Ricardo Lewandowski and Marco Aurélio Mello.
“There is no need for a specific law to create subsidiaries, but what if you create subsidiaries to divide the parent companies? How would it be? I’m not saying this is what’s going on, but we have to find out, ”Lewandowski argued. “It is important to give due disclosure to the line of argument formulated by the Tables of the National Congress, the Senate and the Chamber of Deputies,” he reinforced, positioning himself in the cessation of operations.
Alexandre de Moraes did not agree, voting for the legality of the sale because he did not see evidence of fraud or an affront to jurisprudence. “The deviation of purpose due to the loss of share control is not allowed, but it is not what happens in the present hypothesis. There is no evidence of the allegation of dismemberment of the parent, allowing the privatization of Petrobras as a whole. There is only one divestment in the business plan, “he said. His vote was followed by Dias Toffoli, Cármen Lúcia, Luís Roberto Barroso, Gilmar Mendes and Luiz Fux.
Barroso also recognized the difficulty imposed on the state company to operate in the competitive market: “there is no company that functions as a private company if it is necessary to negotiate a congress in each sale of assets.
The ruling was eagerly awaited by investors, as the Petrobras divestment is seen as one of the catalysts for the actions. “The sale of its downstream assets (which include everything from refineries to distribution) will reduce Petrobras’ exposure to domestic fuel prices, which is positive for the company. One of the main benefits of selling its assets in the segment will be the lower exposure to the domestic fuel markets in Brazil, in which Petrobras came to have heavy losses as a result of maintaining prices below international parity ”, highlights Itaú BBA. With the STF’s decision, even on a day of falling oil, the shares of the state company closed higher (see more here).
Arguments for and against
The previous day, Petrobras’ defense argued in oral support in the Supreme Court that the reorganization program of the company’s asset portfolio, which provides for the sale of eight refineries, is vital for the health of the company, which continues to be the “The world’s most indebted oil company.” ”.
“The investment portfolio reorganization program is vital to the financial health of the company. Petrobras continues to be the world’s most indebted oil company, ”said State Attorney Tales David Macedo. “It is easy to understand that we are not talking about the squandering of shares, because by disinvesting to reinvest what is being done is to build a stronger, bigger, more efficient, resilient and competitive company,” he reinforced.
The defender pointed out that the model for the constitution of subsidiaries for the sale of refineries, questioned by Congress in the action before the Supreme Court, “is the one that adds the most value to the asset, being the most efficient way.” He also said that the eventual sale of the refining units in Bahía (Rlam) and Paraná (Repar), whose processes are more advanced, represent only 3% of the state’s assets.
Shortly before, the Senate attorney general, Thomaz Henrique de Azevedo, said in his support that Congress does not want to make the sale of refineries unfeasible, but rather to participate in the entire discussion. According to him, there is no rejection of the planned divestment plan, but rather of the attempt to get the legislature to participate in the debate.
(With Reuters)
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