Full court affirms injunction preventing beverage giant from implementing 15% shareholder voting restriction.
Guyana’s full court has delivered a decisive ruling in a major corporate governance dispute, upholding a lower court’s decision to block Banks DIH Holdings Inc from implementing voting restrictions on its shareholders. According to Kaieteur News, Justices Peter Hugh and Priscilla Chandra-Hanif affirmed the injunction on Thursday, rejecting the beverage company’s appeal on multiple grounds.
The case originated when Guyana Americas Merchant Bank Inc. (GAMBI) and Beharry Stockbrokers Limited sought court intervention to prevent Banks DIH from enforcing a new by-law that would limit any shareholder to holding no more than 15 percent of issued share capital or voting rights. Justice Sandil Kissoon had granted the initial injunction just before the company’s scheduled Annual General Meeting in late January 2026, preventing the by-law from being presented or voted upon.
Banks DIH mounted a vigorous appeal, challenging the breadth of the relief granted, the assessment of serious issues and irreparable harm, and even requesting that Justice Kissoon recuse himself on grounds of apparent bias. The company’s legal team, led by Claude Denbow SC and Neil Boston SC, argued that the judge had expedited related proceedings without practical necessity. However, Justice Kissoon had formally dismissed the recusal application in March 2026.
The full court rejected these arguments, finding no evidence of apparent bias or prejudgment. The court noted that granting urgent interlocutory relief in strong terms should not trigger recusal, as doing so would undermine judicial duty and risk turning recusal into an indirect appeal from adverse decisions. The court emphasized that an objective observer, aware of the urgent context and prima facie nature of the assessment, would not conclude the judge had closed his mind to substantive issues.
The impugned by-law would have prevented any person from holding more than 15 percent of share capital or voting rights, appointed a special registrar, demanded beneficial ownership information, invalidated excess votes, and authorized forced sale of shares exceeding the cap. Justice Kissoon had concluded that serious questions arose about the by-law’s compatibility with the Companies Act and Securities Industry Act, and that irreparable prejudice risked occurring.
With the appeal dismissed, the interim injunction remains in force, and substantive proceedings will continue before the trial judge according to his case management schedule.
Banks DIH Holdings Inc. is a major Guyanese beverage company. The dispute centers on corporate governance and shareholder rights protections under Guyanese law, specifically the Companies Act and Securities Industry Act. The case reflects broader tensions in corporate structures regarding ownership concentration and voting power distribution.
This ruling has direct relevance to Guyanese business and corporate governance, affecting how major regional companies can structure shareholder protections and voting mechanisms. The case demonstrates the Caribbean judiciary’s approach to balancing corporate management prerogatives with shareholder rights protections.
Written & Edited by Orlyn Edwards. Published by Caribbean Air Force Media.
Category: News · Island routing: Caribbean (Regional)