Opposition to Shareholder Exclusion

Unlawful Attempts to Exclude Lisa, S.A. as Shareholder

Court
2 Case Files
Civil Trial Court
Guatemala
Plaintiffs
Lisa, S.A.
Defendants
Grupo Avícola Villalbos

Summary

Since 2011, various companies within the Avícola Villalobos Group have attempted to improperly exclude Lisa, S.A. as a shareholder, seeking to eliminate its rights without any compensation. These actions were part of a broader effort to strip Lisa of its financial and corporate interests, particularly its right to receive dividends, by using shareholder resolutions that violated legal procedures and lacked supporting evidence.

Guatemalan courts have consistently ruled in Lisa’s favor. Judges found that the exclusions were carried out in breach of corporate law, with procedural flaws such as missed deadlines, lack of due process, and failure to justify the alleged misconduct. In several cases, the courts concluded that Lisa was excluded without being given a fair hearing or valid cause.

Attempts by the companies to defend these exclusions through appeals and constitutional challenges have also failed. High courts confirmed that Lisa’s legal actions were timely and that delays in court proceedings were not Lisa’s responsibility. In other exclusion lawsuits, courts dismissed the claims outright for being procedurally defective or for ignoring mandatory arbitration clauses.

These rulings affirm that Lisa, S.A. was unlawfully removed as a shareholder in an effort to deny it the economic rights attached to its shares. To date, Lisa has successfully opposed every exclusion attempt and continues to assert its rightful status and claims within the companies.

Opposition to Shareholder Exclusion

Administradora de Restaurantes, S.A.

Eleventh Civil Court

C. 01161-2018-01334

Civil Trial Court

  • Order: Court rejected exclusion claim by AdministradoraIssued on: 8/4/2023
  • Appeal Ruling: Appeals court upheld dismissal of Administradora’s claimIssued on: 5/6/2024
  • Appeal Ruling: Appeals court rejected clarifications by AdministradoraIssued on: 8/6/2024
  • Cassation Ruling: Supreme Court rejected cassation by AdministradoraIssued on: 3/17/2025

Avícola Las Margaritas, S.A., Compañía Alimenticia de Centroamérica, S.A.

Second Civil Court

C. 01165-2011-1081

Civil Trial Court

  • Order: Court annulled exclusion of Lisa by Compañía AlimenticiaIssued on: 5/19/2023
  • Appeal: Lisa opposed appeal by Avícola Las MargaritasIssued on: 5/29/2024
  • Cassation: Lisa opposed cassation by Avícola Las MargaritasIssued on: 4/3/2025

Distribuidora Avícola del Norte, S.A.

Eleventh Civil Court

C. 01161-2017-00194

Civil Trial Court

  • Order: Court referred dividend claim to arbitration by Distribuidora Avícola del NorteIssued on: 2/6/2023
  • Appeal Ruling: Court of Appeals rejected appeal by AdministradoraIssued on: 8/31/2023

Reproductores Avícolas, S.A.

Sixth Civil Court

C. 01043-2011-00112

Civil Trial Court

  • Amparo Ruling: Supreme Court rejected amparo by ReproductoresIssued on: 6/6/2023
  • Amparo Ruling: Constitutional Court rejected amparo by ReproductoresIssued on: 9/11/2024