Supreme Court of Bermuda Issues Interim Injunction Restraining ASA and Two of its Directors – Mary Joan Hoene and William Donovan – From Unauthorized Use of Company Resources and Ordering Them to Withdraw Recent Company SEC Filings
Interim Injunction Prohibits Ms. Hoene and Mr. Donovan From Using ASA’s Corporate Machinery to Interfere With or Influence the Upcoming Special Meeting
Follows Recent Ruling from a
Mr. Kazarian's legal claim filed on April 30, 2025 alleges that Ms. Hoene and Mr. Donovan took improper measures throughout the past year to thwart the will of ASA shareholders by creating two new Board committees and using them to circumvent the full Board’s oversight and misappropriate Company resources to advance their own personal agendas. His claim also alleges that Ms. Hoene and Mr. Donovan attempted to use their Board committees to improperly nominate their own slates of director candidates for election by shareholders at the Special Meeting and Annual Meeting, without the required approval of ASA's full Board.
Overview of
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In response to Mr. Kazarian’s legal claim, the
Bermuda Court issued a broad and comprehensive interim injunction order on May 8, 2025, which prohibits ASA, Ms. Hoene and Mr. Donovan from interfering with the upcoming Special Meeting and the Annual Meeting, noting that the failure to comply with the interim injunction Order could result in them being found in contempt of court.
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In its ruling, the
Bermuda Court held that Mr. Kazarian’s claims are “seriously arguable on the merits” and have “a realistic prospect of success.”
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The interim injunction Order also prohibits Ms. Hoene and Mr. Donovan from “[p]urporting to act on behalf of the Company” with respect to any general meeting of the Company, unless authorized to by the full Board. Among other things, this restricts them from corresponding or contacting ASA shareholders and proposing their own slate of director candidates for election by ASA shareholders.
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In addition, the interim injunction Order requires that ASA, Ms. Hoene and Mr. Donovan withdraw or otherwise cancel the following, unless authorized by the full Board:
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Any filings made with the
U.S. Securities and Exchange Commission on behalf of ASA, their Board committee or in their capacity as directors, after notice of Mr. Kazarian’s legal claim was received on April 30, 2025.
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Any documents or instructions provided to the Company's clearinghouse (Broadridge Financial Solutions, Inc.) on behalf of ASA, their Board committee or in their capacity as directors, after notice of Mr. Kazarian’s legal claim was received on April 30, 2025.
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Any filings made with the
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The interim injunction will remain in place until the
Bermuda Court decides on the next steps at a future court hearing scheduled for May 21-22, 2025.
The
On March 28, 2025, just weeks prior to the Bermuda Court’s ruling, the United States District Court for the Southern District of
View source version on businesswire.com: https://www.businesswire.com/news/home/20250513691341/en/
Longacre Square Partners
Bela Kirpalani, 646-386-0091
bkirpalani@longacresquare.com
Source: On Behalf of Paul Kazarian