Corrected complaint demands issuance and registration of BDT's 33.33% share stake in Villamorey
Sep 30 2025
BDT Investments Inc.
BDT Investments Inc., through its attorney Lcda. Maria Luisa Villarreal Palacios, files this corrected oral complaint before Panama's Second Circuit Civil Court of the First Judicial Circuit, requesting that Villamorey, S.A. be ordered to issue share certificates representing BDT's 33.33% ownership stake and to register them in the company's shareholder registry. The complaint is directed against Villamorey's board of directors, with its resident agents, Galindo, Arias & López, summoned to appear.
The complaint rests on the assignment of rights and shares that Lisa, S.A. executed in favor of BDT, judicially recognized through Order No. 898 of April 12, 2022 issued by the Twelfth Circuit Civil Court of the First Judicial Circuit of Panama, which approved the settlement between both companies. In compliance with that settlement, Lisa, S.A. endorsed Share Certificate No. 1 of Villamorey to BDT on July 25, 2022, representing 33.33% of the company's shares.
Despite this judicial recognition and formal endorsement, Villamorey has failed to issue shares in BDT's name or register them in the shareholder registry. The complaint notes that Villamorey's representatives and attorneys have acknowledged BDT's shareholder status in multiple judicial proceedings, yet persist in refusing to formalize that ownership. BDT has exhausted available legal channels, including written communications to Villamorey's resident agents in January 2023 and May 2024, without receiving any response.
The complaint invokes Panamanian corporate legislation, particularly Law 32 of 1927 and the Commercial Code, which require that nominative shares be duly registered and that any change in ownership be formally recorded in the shareholder books and the Public Registry. BDT argues that the failure to issue and register shares undermines the legal certainty of shareholders and may affect the validity of future corporate actions. The complaint also cites Article 346 of the Panamanian Penal Code, which penalizes anyone who obstructs, delays, or denies compliance with a legal order.
This corrected complaint replaces the original filing of May 19, 2025 and runs in parallel with the petition for judicial convocation of an extraordinary shareholders' meeting, forming a dual procedural strategy to restore BDT's corporate rights.
Amount in controversy: $60,000,000.00, subject to expert appraisal.