Olshan Client IsZo Capital Achieves Monumental Victory Replacing Majority of Nam Tai Property’s Board
South China Morning Post, Activist Insight (subscription required) and several other media outlets reported on Olshan client IsZo Capital’s “epic” victory in removing and replacing a majority of the Board of NYSE-listed Nam Tai Property Inc. IsZo’s nearly 18-month campaign culminated with the election of all six of IsZo’s director nominees to Nam Tai’s eight-member Board at a court-ordered special meeting held on November 30, 2021.
The change of control of the Board followed several litigation victories for IsZo before the Eastern Caribbean Supreme Court and the Eastern Caribbean Court of Appeal in connection with a $170 million private placement executed by Nam Tai that distributed more than 16 million shares to Kaisa Group Holdings Ltd.’s wholly-owned subsidiary, Greater Sail Limited, taking its ownership from 23.9% to 43.9% of the outstanding shares, and more than 2.6 million shares to West Ridge Investment Company Limited. The Courts 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 private placement was voided and Nam Tai was ordered to convene the requisitioned shareholder meeting, which took place on November 30, 2021.
IsZo’s campaign was led by Olshan partner Ryan Nebel. The Olshan team representing IsZo at various stages throughout the process also included Steve Wolosky, Lori Marks-Esterman, Adrienne Ward, Kenneth Silverman, Kenneth Schlesinger, Theodore Hawkins, Bachar Mahmoud, Nikoleta Jaupi and Jack Meara, who worked together 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 in the litigation.