Ordinary Lawsuit of High Value

Case File No. 78084-25 centers on BDT Investments Inc.’s efforts to enforce its judicially recognized ownership of 33.33% of Villamorey, S.A. The core issue is Villamorey’s continued refusal to issue and register BDT’s share certificates—despite the fact that the transfer from Lisa, S.A. was validated and approved by Order No. 898-2022 of the Twelfth Civil Court. That order confirmed the legality of the assignment and established BDT as the rightful successor to Lisa’s one-third stake. Villamorey has nevertheless declined to issue the nominative shares, update the shareholders’ registry, or allow BDT to exercise its rights as a shareholder, thereby undermining corporate transparency and blocking BDT’s ability to participate in governance.

The record shows that Villamorey, along with its legal representative and resident agent Galindo, Arias & López, has repeatedly acknowledged BDT’s shareholder status in various judicial filings, yet has refused to formalize it through issuance and registry. Their conduct contradicts Panamanian corporate law, which requires corporations to maintain accurate shareholder books, issue nominative share certificates, and honor judicially recognized ownership. BDT has exhausted administrative and legal channels—including certified communications and formal requests—without receiving compliance or any legitimate justification.

BDT now seeks judicial intervention through a corrected oral proceeding before the Second Civil Court, asking the Court to order Villamorey to issue the share certificate, record BDT in the official shareholder registry, and restore the legal certainty that the law demands. The case is valued at $60,000,000, reflecting the significant financial impact of Villamorey’s prolonged obstruction and the risks created by its refusal to formalize BDT’s ownership. The matter remains pending, with the Court yet to adjudicate Villamorey’s ongoing non-compliance with its corporate and legal obligations.