The Full Court has upheld a High Court decision to grant an injunction barring Banks DIH Holding Inc from implementing a 15% cap on shareholder voting power.

The decision was handed down by Justice Peter Hugh and Justice Priscilla Chandra-Hanif in the Full Court on Thursday in the case – Banks DIH Holdings Inc vs. Guyana Americas Merchant Bank Inc., Beharry Stockbrokers Limited and the Guyana Securities Council – which challenged Justice Sandil Kissoon’s January 30, 2026 High Court decision.

Justice Kissoon granted an injunction preventing Banks DIH from presenting, tabling, proposing or putting to a vote the adoption of By-Law 8 until the hearing and determination of the substantive case brought by the three entities.

In its appeal, Banks DIH questioned Justice Kissoon’s decision to grant the injunction. The Full Court, however, dismissed the appeal, but said it will not endorse the final conclusions drawn by Justice Kissoon that the new By-Law is unlawful and ultra vires.

The Court reasoned that while Banks DIH’s contention that the new by-law will not exclude any existing shareholder is “relevant”, it is not decisive.

“The threatened prejudice must be examined by reference to the nature of the right and the practical consequences of the disputed act. The case concerns a public company proposing to introduce a governance regime affecting the conditions under which share interests are aggregated, votes are counted and, potentially, excess interests are divested,” the court reasoned.

It said a shareholder vote excluded or discounted cannot later be recreated in precisely the same corporate setting, adding that the composition of voting blocs, resolutions passed, governance expectations and subsequent corporate decisions may all be affected.

In light of the circumstance, the Full Court ruled that the High Court Judge was entitled to regard the threatened prejudice as potentially irremediable although no shareholder had yet crossed the 15% threshold.

“The injunction was preventive,” the Court said, adding that Justice Kissoon was not required to wait until the By-Law was enforced, if the beverage company had intended to have it place before shareholders.

The Full Court said the High Court’s pronouncements that the By-Law was unlawful and ultra vires are matters for the trial. It said the interlocutory conclusion should have gone no further than finding a serious issue.

“We accept that portions of the oral ruling went further in language than was necessary. Descriptions such as ‘unlawful,’ ‘ultra vires,’ ‘entirely misconceived’ and ‘egregious’ are capable, when detached from the interlocutory setting, of sounding final,” the Court said.

It said a judge deciding an interlocutory application should be vigilant to distinguish a provisional assessment from a final determination.

Banks DIH was represented by Dr Claude Denbow SC, Neil Boston SC, and Donna Denbow while the respondents were represented by Stephen Fraser SC, Shantel Scott-La and Sydney Fraser.

Chairman and Managing Director of Banks DIH Limited, Clifford Reis, in pronouncing on the matter during the Annual General Meeting in January, said Banks DIH must remain a company owned by regular citizens, and not big companies as envisioned by its founder, Peter D’Aguiar in 1969.

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