Appeal Ruling

On November 13, 2023, the First Superior Tribunal reviewed Lisa, S.A.’s appeal against Order No. 665 of April 13, 2023, issued by the Fifth Civil Court. That order had revoked the earlier Order No. 283 (February 25, 2021), which admitted Lisa’s summary accounting action. The lower court had reasoned that Lisa had not “proven with certainty” its status as shareholder, despite authenticated evidence demonstrating that Lisa holds 33.33% of Villamorey’s shares. Lisa argued that the admission requirements were fully met and that Villamorey itself had never denied Lisa’s shareholder status in its filings.

The Tribunal agreed with Lisa and rejected the Fifth Civil Court’s narrow interpretation. It emphasized that Panamanian commercial law grants shareholders broad rights to investigate corporate affairs and that accounting oversight mechanisms extend beyond the restrictive framework applied by the lower court. After analyzing Articles 270 of the Commercial Code and 425 regarding the examination of management, the Tribunal held that the lower court’s decision lacked legal foundation. It therefore revoked Order No. 665 and reinstated Lisa’s accounting action against Villamorey, allowing the case to proceed.