Exp. 78084-25 · Ordinary Lawsuit of High Value
Panama's Second Civil Circuit Liquidation Court admitted BDT Investments Inc.'s corrected oral complaint against Villamorey, S.A. through Order No. 336 of February 23, 2026, ordering service on the defendant with a ten-day period to file its answer.
BDT Investments Inc. sues Villamorey, S.A. before Panama's Second Civil Circuit Liquidation Court of the First Judicial Circuit in an oral proceeding of high value (Case File No. 78084-25), demanding issuance of the share certificate representing BDT's 33.33% ownership stake, acquired by assignment from Lisa, S.A. and validated by Order No. 898-2022 of the Twelfth Civil Court, and its registration in the company's shareholder registry. In parallel, BDT petitions for judicial convocation of an extraordinary shareholders' meeting after exhausting extrajudicial remedies without response from the company or its resident agents. The amount in controversy is $60,000,000.00. The court admitted the corrected complaint on February 23, 2026, and ordered service on the defendant with a ten-day period to file its answer.
BDT Investments Inc. files an oral proceeding against Villamorey, S.A. before a Civil Circuit Court of Panama's First Judicial Circuit, requesting that the court order issuance of the share certificate representing BDT's 33.33% stake, acquired by assignment from Lisa, S.A., and its registration in Villamorey's shareholder registry. The assignment was judicially recognized through Order No. 898 of April 12, 2022, issued by the Twelfth Civil Circuit Court, which approved the transaction between the two companies. In compliance with that settlement, Lisa, S.A. endorsed Share Certificate No. 1 to BDT on July 25, 2022.
The complaint establishes that Villamorey, its directors, its legal representative Ramiro López Nimatuj, and its resident agent Galindo, Arias & López have repeatedly acknowledged BDT's shareholder status in multiple judicial filings, yet have systematically refused to issue the nominative shares and record them in the shareholder registry. BDT exhausted available remedies, including formal communications to both the resident agent and Villamorey's legal representative, without receiving any response. The complaint invokes Article 346 of Panama's Penal Code, which sanctions anyone who obstructs or denies compliance with a legal obligation by virtue of their position.
This complaint constitutes the first track of BDT's procedural strategy: formalizing share ownership through a court order compelling Villamorey to issue and register the shares.
BDT files a corrected oral complaint before Panama's Second Circuit Civil Court of the First Judicial Circuit, replacing the original filing of May 19, 2025. The corrected complaint is directed against Villamorey's board of directors, with Galindo, Arias & López summoned as resident agents.
The factual basis remains unchanged: the assignment of rights and shares from Lisa, S.A. to BDT, recognized through Order No. 898-2022, and the endorsement of Share Certificate No. 1 on July 25, 2022. The corrected complaint expands the legal framework, invoking Law 32 of 1927 and the Commercial Code regarding the obligation to issue registered nominative shares, and details BDT's unsuccessful communications to the resident agents in January 2023 and May 2024. Villamorey responded to none of them.
BDT requests that the court order issuance of the share certificate and registration in the shareholder registry, with the amount in controversy set at $60,000,000.00, subject to expert appraisal. The filing of this corrected complaint before the Second Civil Court places the case before the competent tribunal for definitive adjudication.
The Second Civil Circuit Liquidation Court of Panama's First Judicial Circuit issues Order No. 336, admitting BDT's corrected oral complaint against Villamorey. The court confirms that BDT's counsel submitted the corrected filing within the statutory deadline and that both the power of attorney and the corrected complaint satisfy the requirements of Article 665 of the Judicial Code. The defendant is served with a ten (10) day period to file its answer, with the warning that failure to respond will be treated as an adverse inference and the proceeding will continue in absentia.
The ruling reflects a change in the court's designation: the former Second Civil Circuit Court is now styled as the Second Civil Circuit Liquidation Court of the First Judicial District of Panama. This administrative redesignation does not affect the court's jurisdiction over the proceeding.
The admission of the complaint marks the transition from the correction phase to the adversarial phase, placing Villamorey in the position of either formally responding to BDT's claims or bearing the procedural consequences of its silence.
BDT Investment, Inc., as holder of 33.33% of the shares of Villamorey, S.A., petitions the court for judicial convocation of an extraordinary shareholders' meeting pursuant to Article 420 of Panama's Commercial Code. The petition is grounded in the systematic refusal of Villamorey's directors, legal representatives, and resident agents to convene and notify BDT of shareholders' meetings held since the share assignment took full legal effect.
BDT sent a formal request for convocation via certified mail to Galindo, Arias & López on December 11, 2024, and the same request to Villamorey's legal representative. After the statutory 30-business-day period expired without any response, BDT exhausted extrajudicial remedies.
The petition invokes Articles 71, 86, 96, and 99 of the Commercial Code, establishing the company's obligations regarding accounting records, assembly minutes, and accountability to shareholders. BDT notes that neither Lisa, S.A. nor its assignee has received any accounting of decisions taken by Villamorey's governing bodies or the distribution of dividends.
This petition constitutes the second track of BDT's procedural strategy within Case File No. 78084-25: while the principal complaint seeks to formalize share ownership, the compulsory convocation of a shareholders' meeting pursues immediate access to corporate governance and accountability.
The proceeding is in the service phase, pending Villamorey, S.A.'s answer within the ten-day period or the court's application of adverse-inference consequences for failure to respond. The petition for judicial convocation of an extraordinary shareholders' meeting remains pending resolution.