Olshan Helps IsZo Capital Score Activist Litigation Victory in British Virgin Islands
Olshan client IsZo Capital prevailed in its lawsuit against NYSE-listed Nam Tai Property Inc., Kaisa Group Holdings Limited’s wholly-owned subsidiary, Greater Sail Limited, and West Ridge Investment Company Limited in an action before the Eastern Caribbean Supreme Court. The Court ruled in IsZo’s favor and voided the $170 million private placement executed by Nam Tai that distributed more than 16 million shares to Kaisa-Greater Sail, taking its ownership from 23.9% to 43.9% of the outstanding shares, and more than 2.6 million shares to West Ridge.
The Court found that execution of the private placement was a breach of Nam Tai’s directors’ fiduciary duties and was undertaken to give Kaisa de facto control of the company in response to a requisition from approximately 40% of the outstanding shares to convene a meeting of Nam Tai shareholders to remove and replace the Kaisa-affiliated directors from the Board. As part of the ruling, the Court ordered Nam Tai to convene the requisitioned shareholder meeting, which will be held on April 26, 2021. Steve Wolosky, Ryan Nebel, Lori Marks-Esterman, Adrienne Ward, Theodore Hawkins and Lawson Huynh represented IsZo Capital with an Ogier team in the British Virgin Islands led by Nick Burkill. Martin Moore QC, Edward Davies QC and Ben Griffiths of Eskrine Chambers in London also appeared for IsZo. Read the full opinion here.