$51.6M Enforcement Action Against Villamorey for Withheld Dividends

I. Executive Action and Payment Order

Expert Report

Certified public accountant Carlos Eduardo Barreto Moreno prepared an expert report quantifying at $44,910,912.00 the dividends declared and illegally retained by Villamorey, S.A. from Lisa, S.A. between 2009 and 2019. The expert examined Certificate No. 1 of August 29, 1983, establishing Lisa as holder of 33.33% of Villamorey's share capital, audited financial statements as of December 31, 2010, Order No. 1624/08 decreeing sequestration for $281,172.85, and the Notarized Sworn Declaration from Villamorey's Shareholders' Meeting of September 28, 2020, where Lisa's own representative confirmed the total amount owed. Interest was calculated at a 3.25% annual rate corresponding to the yield on Villamorey's investment portfolio.

Neither Villamorey nor Juan Luis Bosch Gutiérrez challenged the quantification. In parallel, both have defied repeated court orders requiring production of complete financial records, including the fourth court order to disclose financial records issued in the accounting action. This systematic refusal reinforces the evidentiary strength of the expert report and provides the documentary foundation for the enforcement proceeding.

Order 2567

Four months after the expert report was authenticated, the Eleventh Civil Circuit Court admitted the enforcement action through Order No. 2567 and issued a payment order for $51,643,208.80 against Villamorey, S.A., comprising $44,910,912.00 in principal, $6,732,236.80 in costs, and $60.00 in provisional expenses. The court verified compliance with the admissibility requirements of Article 665 and the procedural prerequisites of Articles 1613(3) and 1614(5) of the Judicial Code, recognizing the expert report as an enforceable title.

The order directs that Villamorey be notified and warned to appear within two days to pay or identify assets, subject to contempt sanctions and criminal liability for false declarations. Admission of the payment order for the full amount claimed confirms the strength of Lisa's credit and triggers the subsequent enforcement stages of attachment, deposit, and valuation under the Judicial Code.

II. Asset Identification and Attachment Motions

Motion

Lisa, S.A. filed its first asset denouncement on July 15, 2022, identifying three categories of Villamorey assets for attachment up to $51,643,208.80 plus interest: bank deposits in Panama, Guatemala, the United States, and Canada; corporate shares in the Avícola Villalobos group headquartered in Guatemala City; and real property in Guatemala, El Salvador, Honduras, Curaçao, and the Netherlands. The motion requests issuance of letters rogatory to the judicial authorities and banking supervisory entities in each jurisdiction, grounded in Article 1643 of the Judicial Code.

The geographic breadth of the denouncement reflects Villamorey's multinational corporate structure and Lisa's strategy to secure full satisfaction of the enforced credit beyond assets located in Panama.

Motion

One month later, Lisa supplemented its attachment strategy with a second asset denouncement focused on three categories of assets within Panama: funds held by Financiera Consolidada de Panamá as Villamorey's fiduciary administrator; issued and outstanding shares of Villamorey (excluding Lisa's 33.33% stake); and the administration of the company registered at folio 9146 of the Public Registry, domiciled at Scotia Plaza, 11th Floor, Panama City. Lisa proposed Juan Andrés Gutiérrez as judicial administrator and requested that the court execute the deposit of judicial administration.

The attachment of corporate administration represents the most aggressive measure in this phase, as its execution would place Villamorey under the operational control of a court-appointed officer, safeguarding assets while enforcement is completed.

III. Constitutional Challenges Against Judicial Paralysis

Amparo

On November 25, 2022, Lisa filed a first constitutional amparo against the Eleventh Civil Circuit Court Judge, Lcda. Lesbia Wolfschoon Puga, for keeping the enforcement proceeding frozen for over two months despite the devolutive nature of the appeal. Lisa invoked Articles 17 and 32 of the National Constitution, arguing that the judicial inaction violates both property protection and due process guarantees, given that Article 1138(2) of the Judicial Code provides that an appeal in devolutive effect does not suspend compliance with the appealed order or the course of the proceeding. The Judge had failed to act on the motion for attachment of Villamorey's assets or the request to appoint a judicial administrator.

This first amparo marked the beginning of Lisa's constitutional strategy in response to the court's refusal to advance the legally mandatory enforcement measures.

Amparo

Over two years later, Lisa filed a second amparo before the First Superior Tribunal of the First Judicial District, denouncing the persistent paralysis of the enforcement proceeding. Since the appeal was granted in devolutive effect in July 2022, the court executed none of the requested measures: no attachments, no judicial administrator appointment, no contempt proceedings. Lisa broadened the constitutional basis, invoking, beyond due process and property protection, the right to equality (Article 25 of the Constitution) and Article 8.1 of the American Convention on Human Rights, which guarantees the right to be heard within a reasonable time.

The second amparo was filed as part of a coordinated strategy alongside the motion demanding return of dividends and the contempt motion against Juan Luis Bosch filed in the declaratory proceeding Case File No. 556-99, simultaneously activating all available enforcement and compliance avenues.