Motion

Factual Basis

The complaint rests on the assignment of rights and shares that Lisa, S.A. executed in favor of BDT Investments Inc., judicially recognized through <doc id="pty-31638-12-2022-04-12-a" /> of April 12, 2022, issued by the Twelfth Circuit Civil Court of the First Judicial Circuit of Panama, which approved the settlement between both companies. In compliance with that settlement, Lisa, S.A. endorsed Share Certificate No. 1 of Villamorey to BDT on July 25, 2022, representing 33.33% of the company's shares.

Despite this judicial recognition and formal endorsement, Villamorey, S.A. has failed to issue shares in BDT's name or register them in the shareholder registry. The complaint notes that Villamorey's representatives and attorneys have acknowledged BDT's shareholder status in multiple judicial proceedings, yet persist in refusing to formalize that ownership. Because Villamorey's legal representative resides in Guatemala, the complaint summons the company's resident agents, the firm Galindo, Arias & López, to appear. BDT has exhausted available legal channels, including written communications to those resident agents in January 2023 and May 2024, without receiving any response.

Legal Framework

The complaint invokes Panamanian corporate legislation, particularly Law 32 of 1927 and the Commercial Code, which require that nominative shares be duly registered and that any change in ownership be formally recorded in the shareholder books and the Public Registry. BDT argues that the failure to issue and register shares undermines the legal certainty of shareholders and may affect the validity of future corporate actions. The complaint also cites Article 346 of the Panamanian Penal Code, which penalizes anyone who obstructs, delays, or denies compliance with a legal order.

This corrected complaint replaces the <doc id="pty-demanda-2025-05-19-a" /> originally filed on May 19, 2025 and runs in parallel with the <doc id="pty-demanda-2025-05-19-b" />, BDT's petition for judicial convocation of an extraordinary shareholders' meeting, forming a dual procedural strategy to restore BDT's corporate rights.

Relief Sought

• That the court order Villamorey, S.A. to issue share certificates in the name of BDT Investments Inc., corresponding to the 33.33% ownership stake assigned by Lisa, S.A.
• That the court order Villamorey, S.A. to register BDT in the company's shareholder registry

Amount in controversy: $60,000,000.00, subject to expert appraisal.

Legal Basis

• Article 1281 of the Judicial Code and concordant provisions, as the procedural basis for oral proceedings
• Law 32 of 1927 and provisions of the Commercial Code, governing the issuance and registration of nominative shares in Panamanian corporations
• Article 346 of the Penal Code of Panama, penalizing obstruction or refusal to comply with a legal order

Signatories

• Lcda. Maria Luisa Villarreal Palacios, Attorney for BDT Investments Inc.