Ordinary Lawsuit of High Value

Case File No. 78084-25 concerns the efforts of BDT Investments Inc. to enforce its judicially recognized ownership of 33.33% of Villamorey, S.A. The central issue is Villamorey’s continued refusal to issue and register BDT’s share certificates, despite the transfer executed by Lisa, S.A. having been validated and approved by Order No. 898-2022 of the Twelfth Civil Court. That order confirmed the legality of the transfer and established BDT as the lawful successor to Lisa’s one-third participation. Nevertheless, Villamorey has refused to issue the registered shares, update its shareholder register, or allow BDT to exercise its rights as a shareholder, undermining corporate transparency and preventing BDT from participating in corporate governance.

The record shows that Villamorey, together with its legal representative and its resident agent Galindo, Arias & López, has repeatedly acknowledged BDT’s status as a shareholder in various judicial filings but has refused to formalize that recognition through the issuance and registration of the corresponding shares. This conduct contradicts Panamanian corporate law, which requires companies to maintain accurate shareholder books, issue registered share certificates, and respect ownership rights recognized by judicial decisions. BDT has exhausted administrative and legal avenues — including certified communications and formal requests — without obtaining compliance or any valid justification.

In response, BDT filed an oral complaint against Villamorey seeking a court order requiring the company to issue the corresponding share certificate, register BDT in the official shareholder registry, and restore the legal certainty required under corporate law. Through Order No. 336 dated February 23, 2026, the Second Civil Circuit Liquidation Court of the First Judicial Circuit of Panama admitted BDT’s corrected oral complaint after determining that it satisfied the requirements of the Judicial Code. The court therefore ordered service of the complaint on Villamorey and granted the company ten days to submit its response.

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 shareholder ownership. With the formal admission of the complaint, the case enters a new procedural stage in which Villamorey must respond before the court while judicial mechanisms are evaluated to restore legal certainty and enforce the corporate rights of BDT Investments Inc.