21 Aug 2013 16:25
GRUPO CLARIN S.A.
Court of Appeals Grants Injunction
On 20 August 2013, Grupo Clarín S.A. (the "Company") informed the Argentine Securities Commission and the Buenos Aires Stock Exchange that it had been served notice of a decision rendered on 12 August 2013 by Chamber A of the National Court of Appeals on Commercial Matters in re "Szwarc, Rubén Mario v. National State and Other re Injunction" (File No. 011419/2013). Notice was served at the request of Mr. Rubén Mario Szwarc, a minority shareholder of the Company, by means of public deed No. two hundred forty five.
Among other things, the abovementioned court decided (i) to declare the unconstitutionality of Sections 2, 4, 5, 9, 10, 11, 13, 15 and 16 of Law No. 26,854, and (ii) to order the provisional, injunctive suspension of Section 20, subsection a), second part, paragraphs I and II (or 1 and 2) of Law No. 26,831 and of all laws, rules or administrative acts issued or that may be issued pursuant to such legal provisions, with respect to Grupo Clarín S.A., until the judge that is finally declared competent to render a decision on the merits assumes full jurisdiction of the case and renders a final decision relating to the injunction.
Sections 2, 4, 5, 9, 10, 11, 13, 15 and 16 of Law No. 26,854 govern the duration, requirements, effects and characteristics of injunctions issued against acts of the government. Section 20, subsection a), second part, paragraphs I and II (or 1 and 2) of Law No. 26,831 vest on the Argentine Securities Commission the powers to appoint an "overseer" (veedor) who can veto decisions of the boards of directors of public companies and whose decisions are only appealable before the president of the CNV and to remove the boards of directors of public companies for periods of up to 180 days when, in the opinion of the CNV, the rights of minority shareholders or holders of company securities are being violated. This decision of the CNV is only appealable before the Argentine Minister of Economy and Public Finance.
Attached is a free translation of the relevant paragraphs of the abovementioned decision.
Enquiries:
In Buenos Aires:
Alfredo Marín/Agustín Medina Manson
Grupo Clarín
Tel: +5411 4309 7215
Email: investors@grupoclarin.com
In London:
Alex Money/Clare Gallagher
Jasford IR
Tel: +44 20 3289 5300
Email: alexm@jasford.com
In New York:
Melanie Carpenter
I-advize Corporate Communications
Tel: +1 212 406 3692
Email: clarin@i-advize.com
FREE TRANSLATION
National Judicial Branch
Court No. 3 - Secretariat No. 5 GJV
011419/2013
SZWARC RUBEN MARIO AND OTHER V/ NATIONAL STATE AND OTH. RE/ INJUNCTION
Buenos Aires, 12 August 2013
[RECITALS INTENTIONALLY OMITTED]
8.) In light of the above and on the grounds expressed in this decision, this Chamber DECIDES:
a) To reject the appeal (recurso) filed by claimants in connection with the declaration of lack of territorial jurisdiction issued in the previous instance.-
b) To admit the appeal filed against the denial of the injunction requested in the initial claim, to the extent described in the previous Recital.-
c) To declare the unconstitutionality of Sections 2, 4, 5, 9, 10, 11, 13, 15 and 16 of Law No. 26,854;
d) To decree, under the responsibility of claimant and with the previous requirement that claimant swear to bear such responsibility (previa caución juratoria), the provisional, injunctive suspension of Section 20, subsection a), second part, paragraphs I and II (or 1 and 2) of Law No. 26,831 and of all laws, rules or administrative acts issued or that may be issued pursuant to such legal provisions, with respect to Grupo Clarín S.A., until the judge that is finally declared competent to render a decision on the merits assumes full jurisdiction of the case and renders a final decision relating to this measure.-
Let the [Center for Judicial Information] be notified and let this file be returned to the first instance, with an order to the judge to issue the corresponding notices, with copy of this decision.
/s/ Isabel Míguez
/s/ Maria Elsa Uzal
/s/ Alfredo A. Kölliker Frers
/s/ María Verónica Balbi - Secretary
/s/ Alejo S. J. Torres - Secretary
NATIONAL JUDICIAL BRANCH
SZWARC RUBEN MARIO AND OTHER V/ NATIONAL STATE AND OTH. RE/ INJUNCTION
Buenos Aires, 13 August 2013.-
This Chamber having noted that there was an error in the transcription of the decision rendered on pages 194/201, we hereby clarify it by stating that the word "territorial" written under recital 8.a) of such decision shall be deemed not written. Consequently, let it be redacted. […]
[…]
/s/ Isabel Míguez
/s/ Maria Elsa Uzal
/s/ Alfredo A. Kölliker Frers
/s/ María Verónica Balbi - Secretary
/s/ Alejo S. J. Torres - Secretary