The arbitration case follows a set of criminal investigations, initiated by the Brazilian Federal Police, named “Car Wash”, relating to corruption and bribery within Petrobras S.A.
Operation Car Wash is the biggest investigation of corruption and money laundering in Brazil’s history, resulting in the investigation of around two thousand Petrobras employees. As a result of this decade-long scheme, Petrobras took an estimated $2.5 billion USD write-off representing the bribe payments that were fraudulently capitalized as assets, and an impairment of close to $17 billion USD.
Between 2004 and 2015, Petrobras published financial statements containing false and misleading information regarding the company’s economic situation, to hide the bid-rigging and bribing scheme. Petrobras has failed to implement the internal financial accounting controls to ease corruption.
When the fraud was revealed through a series of forced disclosures, Petrobras’ share price plumed more than 80%, harming its shareholders who had to bear the losses.
By falling to disclose relevant information and adopting measures to highlight the inaccurate information, Petrobras caused serious harm to the economic and financial order and to institutional investors.
Petrobras can no longer maintain, and the Tribunal shall not accept the allegation that it is exclusively a victim of the acts carried out by its top executives and by several of its departments (inclusive of its compliance), as well as by the misinformation it perpetrated and disseminated.
Additionally, for Petrobras or its controlling shareholder to ignore the above facts and argue that the Company’s shareholders who acquired shares on the São Paulo Stock Exchange (BM&FBOVESPA – B3) should not be compensated, is to disregard the current movement of abidance to the principles of fairness, legitimacy trends, compliance regulations and the Brazilian legal system. To do so would also undermine the legitimacy of the Brazilian economy and stock markets as dependable forums of investment, to both domestic and foreign investors alike.
PGMBM represent investors who had acquired or held Petrobras’ Common and Preference Shares (PETR3 and PETR4), traded on the São Paulo Stock Exchange (BM&FBOVESPA – B3) between January 22, 2010 and March 19, 2015.