Supreme Court of Bermuda Extends Interim Injunction Restraining ASA and Two of its Directors – Mary Joan Hoene and William Donovan – From Unauthorized Use of Company Resources
Court Prohibits Ms. Hoene and Mr. Donovan From Using ASA’s
Key Details of
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In extending the
May 8 th injunction, theBermuda Court stated that “the balance of justice favours the continuation of the temporary interlocutory injunction pending the conclusion of the [Special Meeting].”
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The
Bermuda Court concluded that it is “arguable (to a high degree of likelihood of success)” thatMs. Hoene andMr. Donovan , acting as members of the Litigation Committee, did not have the authority to solicit proxies to oppose the shareholder resolutions proposed for consideration at the Special Meeting.
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The
Bermuda Court found that there is “a serious issue to be tried in the pleaded claims made by [Mr. Kazarian ]” specific to whether the Litigation Committee had the lawful authority to conduct a proxy solicitation in the name of the Board to oppose the shareholder resolutions proposed for consideration at the Special Meeting.
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The
Bermuda Court also noted that “if the Litigation Committee has no valid authority to take these steps, in circumstances where the Board is deadlocked, it is arguable that the conduct of the Litigation Committee has the result of excluding [Mr. Kazarian ] from exercising his rights as a director” to vote against the Board taking any position on the proposed shareholder resolutions.
“As an independent director of ASA, I was elected to serve as a watchdog for shareholders – a role I have taken incredibly seriously, particularly after witnessing
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bkirpalani@longacresquare.com
Source: On Behalf of