Banks DIH loses appeal over 15% shareholder voting cap

Sep 12, 2026 News

---

(Kaieteur News) – The decision of the high court to block Banks DIH Holding Inc from implementing a 15% cap on shareholder voting power has been upheld by the full court.

According to the decision rendered by Justices Peter Hugh and Priscilla Chandra-Hanif on Thursday, the appeal stems from proceedings brought by Guyana Americas Merchant Bank Inc. (“GAMBI”) and Beharry Stockbrokers Limited against Banks DIH Holdings Inc.

GAMBI and Beharry Stockbrokers Limited sought the court’s intervention to block Banks DIH Holdings Inc. from enforcing or putting to a vote a new by-law that would cap shareholder voting rights and ownership at 15 per cent.

High Court Justice Sandil Kissoon had granted injunctive orders restraining Banks DIH Holdings Inc. from enforcing or putting to a vote a new by-law. The ruling came a day ahead of the company’s scheduled Annual General Meeting (AGM).

In his ruling, Justice Kissoon granted a series of interlocutory injunctions restraining Banks DIH, its directors, officers, and agents from presenting, tabling, proposing, or permitting any vote at the AGM to confirm or give effect to the new by-law.

The court also suspended the operation and legal effect of the by-law pending the final determination of the substantive proceedings.

Additionally, the court restrained the company from invalidating or discounting votes attached to issued ordinary shares by reference to any 15 per cent ownership or voting limitation, and from issuing or acting on any notice, investigation, divestment request, or forced sale process purportedly authorised by the new by-law.

Banks DIH later filed two appeals regarding the claim.

At the full court, the beverage company  challenged, among other matters, the breadth of the relief, the assessment of serious issue, urgency, irreparable harm and balance of convenience, the alleged prematurity of the application, the treatment of the authorities, and the contention that the learned judge went beyond permissible interlocutory reasoning and effectively prejudged the substantive controversy.

The appellant also challenged Justice Kissoon’s decision not to recuse himself on the ground of apparent bias.

Lawyers representing Banks DIH Claude Denbow SC, Neil Boston SC, and Donna Denbow, contended that without any practical need, the judge expedited the hearing of a related matter.

The lawyers had written to the judge through his registrar, formally requesting recusal, but justice Kissoon indicated that the application was speculative even before a formal application was filed and on the 26th March, 2026. He formally dismissed the recusal application on the same basis.

The respondents were represented by Stephen Fraser SC, Shantel Scott-La and Sydney Fraser, who later contended that the application was urgent.

The judge was required to decide whether the legality of By-Law 8 was central to the interlocutory case.

In its ruling, the full court noted the impugned measure was said to prevent any person from having an interest in more than 15% of the issued share capital or carrying more than 15% of the total voting rights; to provide for the appointment of a special registrar; to permit demands for beneficial ownership information; to invalidate votes above the cap; and ultimately to require disposal and authorise sale of excess shares.

At the hearing on 29th January, 2026 the learned judge treated the matter as urgent because the AGM was fixed for the following day.

The judge concluded, on a prima facie basis, that serious questions arose concerning the compatibility of By-Law 8 with the Companies Act1 and the Securities Industry Act2 and that there was risk of irremediable prejudice. As a result, the interim orders were accordingly granted.

In its written decision, the full court said:  “We accordingly reject the apparent-bias ground and the request that the matter necessarily be reassigned to another judge. To order reassignment merely because the judge granted urgent interlocutory relief in strong terms would undermine the equally important duty to sit and would risk turning recusal into an indirect appeal from an adverse interlocutory decision.”

“We are not satisfied that the learned judge’s reasoning establishes apparent bias or prejudgment. The objective observer, fully informed of the urgent interlocutory context, the prima facie nature of the assessment, and the availability of a full trial, would not conclude that there is a real possibility that the judge has closed his or her mind to the substantive issues.”

The full court therefore dismissed the appeal, and the interlocutory injunction granted on 30th January, 2026 is affirmed. The substantive proceedings will continue before the trial judge in accordance with his case management timetable set.

---

• appeal, Banks DIH, shareholder voting cap

---