Supreme Court extends injunction against ASA directors
The Supreme Court of Bermuda has extended an injunction blocking two directors of ASA Gold and Precious Metals Ltd from using company resources to influence the outcome of a major shareholder meeting scheduled for Friday.
The court ruled that Mary Joan Hoene and William Donovan, the directors, acting through ASA’s Litigation Committee, likely did not have the authority to solicit shareholder votes against resolutions proposed by fellow board member Paul Kazarian.
The court found there was a “serious issue to be tried” in Mr Kazarian’s claims and that continuing the injunction was needed to prevent more harm before the special general meeting.
Mr Kazarian welcomed the ruling, stating: “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 Mary Joan Hoene and William Donovan abuse their positions on the board.
“Over the past year, they have subjected shareholders to millions in expenses in an attempt to overturn the will of the shareholders they are supposed to protect.”
The injunction, first issued on May 8, prohibits Ms Hoene and Mr Donovan from making US regulatory filings or using ASA’s shareholder communication systems without full board approval.
It follows a March ruling in a US court that found ASA’s board broke federal law by adopting a so-called “poison pill” provision to deter shareholder actions.
The Bermuda court’s decision ensures that any action by ASA’s board ahead of the shareholder vote must have full board consensus.