​Yes, said the English Court of Appeal in Azevedo v Imcopa Importacão, Exportacão e Indústria de Oleos Ltda, [2013] EWCA Civ 364. The claimants challenged the legality of offering and then paying cash amounts to noteholders who voted in favour of the corporate restructuring of the debt obligations (governed by English law) of a group of South American companies. The claimants were investors who objected both to the restructuring and to the offering of 'consent payments', not as oppression on them as the minority but as a matter of Imcopa's contractual obligations to treat them pari passu with other noteholders, contractual obligations which they said had been repudiated by the offering of consent payments.

The trial judge concluded that the payments were not illegal, although without the benefit of any previous English authority. The Court of Appeal agreed with the trial judge. No one had contended that the offer to make the payments was invalid as a matter of contract. Lord Justice Lloyd found, like the trial judge, that there was nothing in the terms of the notes that funds had to be applied pari passu among all holders. But was paying the co-operative noteholders inherently unlawful under English company law? It was 'inappropriate' to consider the arrangement a form of corporate bribery, and in Lord Justice Lloyd's view there is 'nothing wrong or unlawful, in general terms, in a process of putting to all members of a class a proposal which offers benefits open to all who vote in favour of the resolution, but not to the others who oppose it. This was not a case where the benefit was available only to some noteholders: all noteholders could receive it, and 'all they had to do was to vote in favour of the resolution' to do avail themselves of it. Provided a consent payment is offered and clearly disclosed to all, it's kosher.