Hera Investment Ltd & Ors v Athena Holding Ltd & Ors [2025] ADGMCFI 0028 (12 November 2025)

Hera Investment Ltd & Ors v Athena Holding Ltd & Ors [2025] ADGMCFI 0028 (12 November 2025)

There are serious questions to be tried regarding both the validity of the proxy rejection and the improper voting by interested shareholders at the EGM. The balance of convenience favors granting an interim injunction to preserve the status quo, as the potential prejudice to the Applicants outweighs the Respondents' assertions, and a new EGM could remedy the alleged defects. Delay in bringing the application does not, on these facts, justify refusal of relief.

Citation
[2025] ADGMCFI 0028
Parties
First Claimant: HERA INVESTMENT LTD; Second Claimant: HEROD HOLDINGS LIMITED; Third Claimant: BALTIC PARTICIPATIONS S. A. S.; Fourth Claimant: MICHAEL PETER SCHULHOF; Fifth Claimant: VIOLETTA SUPPES (on behalf of Vesta Foundation in her capacity as a beneficiary of Vesta Foundation); First Defendant: ATHENA HOLDING LIMITED; Second Defendant: VESTA FOUNDATION; Third Defendant: HASHEEM INVESTMENTS HOLDING LIMITED; Fourth Defendant: SAINT JAMES LUXEMBOURG S. A. R. L.; Fifth Defendant: FINANCIERE SEBASTIEN AUGETTANT; Sixth Defendant: HANS PETER BAUMANN; Seventh Defendant: WALTER FRANZ EGGER; Eighth Defendant: CHRISTOPH ANDREAS OSCHWALD; Ninth Defendant: BRICE JAKUBOWICZ; Tenth Defendant: DANIEL BERDUGO; Eleventh Defendant: PASCAL GEORGES RIALLAND; Twelfth Defendant: JONATHAN DAVID LAHYANI; Thirteenth Defendant: ATHENA SECURITY SERVICES DWC-LLC; Fourteenth Defendant: HESTIA DWC-LLC; Fifteenth Defendant: ARTEMIS FS INVEST DWC-LLC; Sixteenth Defendant: ARTEMIS SG INVEST DWC-LLC; Seventeenth Defendant: CERES INVEST DWC-LLC
Jurisdiction
United Arab Emirates
Judgment Date
12 November 2025
Procedural Posture
Interim Injunction Application / Judgment on Application for Interim Injunction Pending Trial
Outcome
Injunction granted
Legal Topics
Shareholder Rights, Corporate Governance, Proxy Voting, Conflict of Interest, Injunctions, EGM Irregularities, Winding Up Procedures
Company Law Commercial Law Shareholder Rights Corporate Governance Proxy Voting Conflict of Interest Injunctions EGM Irregularities +1 more

Case Brief

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Parties

HERA INVESTMENT LTD

First Claimant

HEROD HOLDINGS LIMITED

Second Claimant

BALTIC PARTICIPATIONS S. A. S.

Third Claimant

MICHAEL PETER SCHULHOF

Fourth Claimant

VIOLETTA SUPPES (on behalf of Vesta Foundation in her capacity as a beneficiary of Vesta Foundation)

Fifth Claimant

ATHENA HOLDING LIMITED

First Defendant

VESTA FOUNDATION

Second Defendant

HASHEEM INVESTMENTS HOLDING LIMITED

Third Defendant

SAINT JAMES LUXEMBOURG S. A. R. L.

Fourth Defendant

FINANCIERE SEBASTIEN AUGETTANT

Fifth Defendant

HANS PETER BAUMANN

Sixth Defendant

WALTER FRANZ EGGER

Seventh Defendant

CHRISTOPH ANDREAS OSCHWALD

Eighth Defendant

BRICE JAKUBOWICZ

Ninth Defendant

DANIEL BERDUGO

Tenth Defendant

PASCAL GEORGES RIALLAND

Eleventh Defendant

JONATHAN DAVID LAHYANI

Twelfth Defendant

ATHENA SECURITY SERVICES DWC-LLC

Thirteenth Defendant

HESTIA DWC-LLC

Fourteenth Defendant

ARTEMIS FS INVEST DWC-LLC

Fifteenth Defendant

ARTEMIS SG INVEST DWC-LLC

Sixteenth Defendant

CERES INVEST DWC-LLC

Seventeenth Defendant

Procedural Posture

Interim Injunction Application / Judgment on Application for Interim Injunction Pending Trial

Legal Issues

  1. 1 Whether the EGM was affected by irregularities in proxy acceptance and voting by interested shareholders
  2. 2 Whether an interim injunction should be granted to restrain implementation of EGM resolutions pending trial
  3. 3 Whether delay in seeking relief should preclude injunctive relief

Ratio Decidendi

There are serious questions to be tried regarding both the validity of the proxy rejection and the improper voting by interested shareholders at the EGM. The balance of convenience favors granting an interim injunction to preserve the status quo, as the potential prejudice to the Applicants outweighs the Respondents' assertions, and a new EGM could remedy the alleged defects. Delay in bringing the application does not, on these facts, justify refusal of relief.

Court Disposition

Injunction granted

Orders

  • Interim injunction restraining implementation of EGM resolutions granted, contingent on Applicants providing an undertaking as to damages.
  • Parties to exchange further material regarding Applicants' undertakings as to damages and fortification.