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On Friday 26 June 2026, the Commercial Court dismissed applications for anti-suit, anti-enforcement and anti-reliance injunctive relief brought by Tether Investments, S.A. de C.V. (“Tether”) against Electric Solidus, Inc. (trading as Swan Bitcoin (“Swan”)).
Tether and Swan are shareholders in 2040 Energy Ltd (“2040 Energy”), a joint venture Bitcoin mining company in which Tether holds 79% of the shares.
Swan alleges that Tether and the directors whom Tether appointed to 2040 Energy’s board of directors conspired together to misappropriate 2040 Energy’s assets, misuse its confidential information and divert its business opportunities. Swan is seeking permission in the BVI (where 2040 Energy is incorporated) to bring a derivative claim in the name of 2040 Energy in respect of the alleged wrongdoing.
As is commonplace under shareholder agreements, the agreement between Tether and Swan provided that instituting a claim was one of a number of ‘reserved matters’ which 2040 Energy could not do without Tether’s consent. Tether therefore sought injunctive relief to prevent Swan from bringing the proposed derivative claim.
Sean O’Sullivan KC (sitting as a Deputy High Court Judge) dismissed the application holding that, where a minority shareholder brings a derivative claim in the name of the company, the claim is not properly characterised as a claim by the company. He therefore rejected the submission that Swan’s derivative claim was a ‘reserved matter’ which could not be brought without Tether’s consent.
The judgment considers the nature and character of derivative proceedings under English (and BVI) law, the construction of ‘reserved matters’ in shareholder agreements, and contains a helpful review of the case law on anti-suit relief (including in cases where it is alleged that a contractual provision prevents the bringing of any claim, as opposed to simply requiring a claim to be brought in a particular jurisdiction).
Edward Levey KC, Laurie Brock and William O’Hara acted for Swan, jointly instructed by Quinn Emanuel Urquhart & Sullivan UK LLP and Paul, Weiss, Rifkind, Wharton & Garrison LLP.
A copy of the judgment is available here.