This report presents a comprehensive legal analysis of the ongoing litigation between Lisa, S.A. and Villamorey, S.A., a Panamanian company controlled by Juan Luis Bosch Gutiérrez, Chairman of Corporación Multi Inversiones (CMI).

What began as a dispute over shareholder rights has evolved into a complex web of civil and criminal proceedings within Panama’s judicial system.

At the center of the conflict lies a fundamental question: why has Villamorey, S.A. continued to withhold tens of millions of dollars in dividends belonging to Lisa, S.A., despite multiple final court rulings ordering their return?

The case highlights not only Lisa, S.A.’s persistence as a 33.3% shareholder seeking justice, but also the institutional obstacles that have allowed Villamorey and its representative to retain corporate funds for over a decade, in defiance of binding judicial orders.

The dispute dates back to October 27, 2008, when the Eleventh Civil Circuit Court of Panama issued Order No. 1624-08, authorizing the seizure (secuestro) of assets belonging to Lisa, S.A. in favor of Villamorey, S.A. for US $281,172.85. The measure explicitly included any declared dividends due to Lisa as a shareholder.

Shortly thereafter, Juan Luis Bosch Gutiérrez, acting as Villamorey’s president and legal representative, notified the court that the seized dividends were under his custody, thereby assuming the official role of judicial depositary of the funds.

What was meant to be a temporary precautionary measure became the origin of a long and contentious legal battle. Even after the underlying civil case was resolved, the funds remained unlawfully retained under Villamorey’s control.

The original civil proceedings between the parties determined that Lisa, S.A. owed a small debt to Villamorey, S.A. However, it also became clear that the retained dividends vastly exceeded the amount owed.

On December 5, 2018, the Eleventh Civil Circuit Court issued Order No. 2277-2018, marking a decisive turning point in the case:

• The court denied Villamorey’s request to auction Lisa’s shares.
• It declared that Lisa’s final debt of US $894,718.00 was to be settled through compensation, using the dividends held under judicial custody since 2008.
• Most importantly, the ruling stated that the retained dividends “far exceed” the debt, confirming a substantial surplus owed to Lisa.

With this ruling, the legal basis for retaining the funds ceased to exist. The seizure had fulfilled its purpose; the debt was extinguished. Any further retention of dividends amounted to unjust enrichment.

Villamorey attempted to challenge the ruling but failed. The First Superior Tribunal declined jurisdiction on July 12, 2019, ruling the order non-appealable. The Supreme Court of Justice subsequently rejected an Amparo de Garantías Constitucionales on June 24, 2020, confirming the finality of the 2018 ruling.

From that point forward, the courts made it clear: the retained dividends had to be returned to Lisa, S.A.

In February 2021, Lisa filed a summary lawsuit before the Fourth Civil Circuit Court, demanding that Villamorey render a full accounting of the retained dividends.

The court admitted the case and ordered the company to comply within one month. When Villamorey failed to do so, the court declared the company in contempt on April 8, 2022, imposing a daily fine until compliance.

As noncompliance persisted, the court escalated enforcement measures. On August 2, 2022, it issued an embargo order against Villamorey’s assets for US $44.9 million, corresponding to dividends retained from 2009 to 2019, plus accrued penalties.

A constitutional challenge (Amparo) filed by Villamorey was rejected by the First Superior Tribunal on September 23, 2022.

To date, Villamorey has failed to render any accounting and has refused to comply with court orders to disclose its financial statements—strongly suggesting that the actual amount of retained dividends may be significantly higher than previously acknowledged.

Separately, on December 22, 2021, the Eleventh Civil Circuit Court issued a payment order (mandamiento de pago) for US $51.6 million, formally directing Villamorey to release the funds.

However, the process was later halted without legal justification by Judge Lesbia Wolfschoon Puga, who presided over the case.

In response, Lisa filed a constitutional Amparo action against the judge on November 25, 2022, alleging a violation of due process and arguing that the judge’s inaction effectively shielded Villamorey from complying with a final order.

A second Amparo was filed on March 24, 2025, for continued obstruction in enforcing the payment order.

In September 2022, the First Superior Tribunal ruled that Juan Luis Bosch Gutiérrez, as the court-appointed judicial depositary, bears personal and independent legal responsibility to account for the funds held under his custody.

This decision confirmed that Bosch Gutiérrez is personally accountable before the courts for his handling of the retained dividends, separate from Villamorey’s corporate liability.

Despite this, Bosch Gutiérrez has persistently evaded his duty and refused to provide any accounting, continuing to obstruct the judicial process.

Frustrated by the lack of enforcement in the civil courts, Lisa, S.A. escalated the matter to Panama’s criminal jurisdiction, filing complaints before the Anti-Corruption Prosecutor’s Office against both the judicial depositary and the presiding judge.

On June 22, 2023, the Anti-Corruption Prosecutor’s Office admitted a criminal complaint for embezzlement (peculado) against Bosch Gutiérrez, alleging the misappropriation of more than US $70 million in corporate dividends held under judicial deposit.

After nearly two years of investigation, on May 22, 2025, Bosch Gutiérrez acknowledged the proceedings but invoked his constitutional right to remain silent.

Criminal hearings against him are currently underway in Panama.

On April 15, 2025, Lisa filed a separate criminal complaint against former Judge Wolfschoon Puga for abuse of authority and breach of public duties, citing her deliberate paralysis of the executive process for over two years.

The Anti-Corruption Prosecutor’s Office admitted the complaint on June 23, 2025, opening a formal investigation for judicial misconduct.

These criminal proceedings mark a decisive escalation in Lisa’s efforts to restore the rule of law and ensure accountability among both private and public actors who obstruct justice.

Two major developments in 2025 reshaped the legal landscape and removed the final obstacles to the recovery of Lisa’s funds.

On January 3, 2025, the Twelfth Civil Circuit Court lifted an embargo that had been imposed on Lisa’s assets in a separate case involving BDT Investments, Inc., following a settlement ratified by the Fourth Superior Tribunal on September 30, 2024.

For years, Villamorey had invoked this embargo as a pretext for retaining the dividends; its removal eliminated that argument entirely.

Although BDT is the successor to Lisa’s litigation rights, the lifting of this measure removed any procedural excuse to delay restitution.

On March 27, 2025, Lisa filed a Reiteration of Request before the Eleventh Court, asking that Bosch Gutiérrez be formally notified that his role as judicial depositary has legally ended and that he must render a final accounting and return all retained funds.

Bosch Gutiérrez attempted to argue that he was no longer Villamorey’s president and therefore no longer the depositary; however, he has never been formally released by the court and remains legally bound to account for the funds before any release can occur.

These events signal the beginning of the final stage of enforcement, aimed at securing the recovery of funds that have been unlawfully withheld for more than fifteen years.

The case of Lisa, S.A. vs. Villamorey, S.A. stands as a powerful example of persistence in the face of systemic obstruction.

Despite multiple final rulings in its favor, Lisa has spent over fifteen years navigating procedural roadblocks, judicial delays, and resistance to the enforcement of court orders.

With all external embargoes now lifted and the 2018 compensation ruling fully in force, Villamorey, S.A. and Juan Luis Bosch Gutiérrez have no remaining lawful basis to withhold Lisa’s dividends.

The dispute is no longer about interpretation—it is about compliance, accountability, and the integrity of Panama’s judicial system.

At stake are not only over US $70 million owed to Lisa, S.A., but also a fundamental legal principle: that final court rulings must be respected, and that justice—though delayed—must ultimately prevail.