JP Morgan International Finance Ltd v Werealize.com Ltd

The Commercial Court (Dame Clare Moulder DBE sitting as a High Court Judge) has handed down judgment in relation to a shareholder dispute concerning the Greek fintech company, Viva Wallet Holdings Software Development SA (“Viva Wallet”).

This dispute is between the two shareholders of Viva Wallet, being JP Morgan International Finance Limited (“JPM”) and WEREALIZE.COM (“WRL“). It concerns the proper interpretation of the provisions of their shareholders’ agreement relating to the shareholders’ respective call options. Different issues were listed for an expedited trial.

A principal issue in dispute was whether, in determining the fair market value of the call options, the valuation experts were required to disregard obligations, restrictions and/or limitations applicable to the company or its shareholders under Regulation K of the US Code of Federal Regulations (and some related regulations). Such regulations concern international banking operations. They were said to apply by reason of JPM having a shareholding in Viva. The Court accepted WRL’s argument that the valuation experts were so required to disregard them.

The Court also determined certain other issues in relation to the process of determining the value of the call options and their exercise and certain issues concerning Regulation K.

Robert Weekes KC and Timothy Lau (along with Richard Lissack KC and Charles Redmond of Fountain Court) acted for WRL, instructed by Quinn Emanuel Urquhart & Sullivan LLP.

The judgment following the expedited trial can be found here.