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UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF FLORIDA

MIAMI DIVISION

CASE NO.: _______________

MERCORP N.V.,

Plaintiff,

v.

LOUIS FERREIRA, KEITH PARKER, 

CARLOS RODRIGUEZ, EDWARD HOLDEN

and GUSTAVO MACIAS

Defendants.

____________________________________/

COMPLAINT

Plaintiff, Mercorp N.V. (“Mercorp”), pursuant to Fla. Stat. § 607.0750, sues Defendants, 

as members of the Eastern National Bank N.A. (“ENB” or the “Bank”) Board of Directors, Louis 

Ferreira, Keith Parker, Carlos Rodriguez, Edward Holden and Gustavo Macias (collectively 

“Defendants”) and alleges as follows.1

PARTIES, JURISDICTION, AND VENUE

1. Mercorp is a company organized under the laws of Curaçao. Mercorp owns 99.9% 

of the shares of ENB.

2. Defendants are members of the ENB Board of Directors (the “Board” or the “ENB 

Board”).

 

1 This action is related to the lawsuit brought by minority shareholders of ENB against current and 

former members of the ENB Board on January 14, 2022, styled as Bancor v. Rodriguez et al, Case 

No. 2022-20122-DPG/EGT. Plaintiff intends to file a notice of related action and a motion for 

consolidation of these two matters.

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3. Louis Ferreira (“Ferreira”) is an individual and has served as a member on the ENB 

Board from October 2019 to the present, and has served as President and CEO of ENB from March 

2020 to the present. Mr. Ferreira is a resident of Broward County, Florida.

4. Keith Parker (“Parker”) is an individual and served as a member on the ENB Board 

from 2005 to the present. Mr. Parker is a resident of Miami-Dade County, Florida. 

5. Carlos D. Rodriguez (“Carlos Rodriguez”) is an individual and served as a member 

on the ENB Board from 2016 to the present, and served as President and CEO of ENB from May 

2018 through February 2020. Mr. Carlos Rodriguez is a resident of Miami-Dade County, Florida.

6. Edward Holden (“Holden”) is an individual and served as a member on the ENB 

Board from 2021 to the present. Mr. Holden is a resident of Miami-Dade County.

7. Gustavo Macias (“Macias”) is an individual and served as a member on the ENB 

Board from 2016 to the present. Mr. Macias is a resident of Miami-Dade County, Florida.

1. This Court has subject matter jurisdiction over Plaintiff’s claims pursuant to 28 

U.S.C. § 1332(a)(2) because the amount in controversy exceeds $75,000.00, exclusive of interests

and costs, and based on the diversity of the parties.

8. Venue is proper in this judicial district pursuant to 28 U.S.C. §§ 1391 (b)(1)-(2) and 

(c)(2) as this controversy arises in this District where ENB resides and conducts its business, and 

where most Defendants reside. 

GENERAL ALLEGATIONS

A. The Venezuelan Government Has Controlled ENB Since 1999.

9. ENB is a U.S. chartered bank that is primarily owned by Plaintiff Mercorp. 

Specifically, Mercorp owns more than 99% of ENB’s shares. In turn, Mercorp is wholly owned 

by Corpofin, C.A. (“Corpofin”), a company organized under the laws of the Bolivarian Republic 

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of Venezuela (“Venezuela”). Mr. Juan Santaella (“Mr. Santaella”), is one of the ultimate beneficial 

owners of Corpofin.

10. Since 1994, the Superintendence of Banks of the Bolivarian Republic of Venezuela 

(“Sudeban”), an office that is subordinate to the Ministry of Finance,

2

had Corpofin under an illegal 

administrative receivership related to certain alleged debt previously owed by Corpofin to Fogade, 

an agency of the Venezuelan Government.3

11. As a result, for all purposes and effects, the Venezuelan Government has controlled 

ENB since 1999.

12. In addition, at least since 2018, the U.S. Government has imposed sanctions 

targeting Venezuelan Government entities and individuals.4 Two of the individuals that have been 

under U.S. sanctions since at least 2018 are Major General Rodolfo Marco Torres, who served as 

the Minister of Finance for Venezuela under the Nicolás Maduro regime from 2014 to 2017, and 

Simon Zerpa Delgado, who served as the Minister of Finance under the Maduro regime from 2017 

to 2020. The Minister of Finance is the direct supervisory entity of Sudeban.

13. The Venezuelan Government, through the government agency Sudeban, appointed 

Ms. Gabina Rodriguez as the receiver of Corpofin in 2009. Gabina Rodriguez is an agent of the 

Venezuelan Government. The Maduro regime, through Sudeban, maintains the absolute discretion 

to nominate and remove Gabina Rodriguez as receiver of Corpofin. 

 

2 The official name is the Ministry of the People’s Power for Economy and Finance.

3 The debt owed to Fogade was paid in full on November 18, 2020, before the Political and 

Administrative Chamber of the Venezuelan Supreme Justice Tribunal (“TSJ”) by Mr. Juan 

Santaella as shareholder of Corpofin. See Exhibit 1, Venezuelan Supreme Justice Tribunal’s 

decisions accepting settlement offer and payment from Mr. Santaella.

4 Moreover, as of January 23, 2019, the U.S. Government has ceased to recognize the Maduro regime 

as the legitimate government of Venezuela. Instead, the U.S. has recognized Mr. Juan Guaidó and the 

2015-elected General Assembly of Venezuela as the only legitimate governing entities of Venezuela.

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14. To be sure, Ms. Rodriguez has been employed by the Venezuelan Government her 

entire professional career: Banco Industrial de Venezuela (1993); Department of the Comptroller 

General of the Republic (1993-2002); Ministry of Transport and Communications Caracas Metro 

Corporation (2002-2006); National Bank for Housing and Habitat (2006-2009); Banco de 

Venezuela (“BV”), Executive Vice President for the Legal Department (2011-2012); and Sudeban, 

Interventor for different entities (2009-present). See Exhibit 2, Gabina Rodriguez CV.

15. Since her appointment as interventor for Corpofin, Gabina Rodriguez appointed 

herself as the sole managing director of Mercorp, which in turn has the majority of voting stock of 

ENB, and therefore has the votes (unless those voting rights are restricted) necessary to elect the 

board of directors of ENB. 

16. Additionally, since 2015 until 2021, Ms. Rodriguez nominated and appointed 

herself as a director chairwoman of the ENB Board.

17. Using her authority as managing director of Mercorp, Gabina Rodriguez made sure 

that the Board of ENB maintained at least one Venezuelan Government Official at all times, in 

addition to herself:

a. Starting in 2010, Ms. Rodriguez ratified and renewed the appointment of 

Carlos Marcano to the ENB Board. At the time, Mr. Marcano was an official 

of the Venezuelan Government.

b. Ms. Rodriguez also ratified and renewed the appointment of Rodolfo Porro 

Aletti to the ENB Board. At the time, Mr. Porro Aletti worked for the Legal 

Department of the Venezuelan Ministry of Finance.

c. In 2015, Ms. Rodriguez appointed Elvina Mayela Marcano Belloso to the ENB 

Board. At the time, Ms. Marcano Belloso was the General Counsel for the 

Venezuelan Ministry Finance. 

d. Also, in 2015 Ms. Rodriguez appointed Yenny Cristina Gonzalez Naranjo to 

the ENB Board. At the time, Ms. Gonzalez sat at the board of directors of 

Fogade and was Legal Counsel for BV.

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e. In 2017, Ms. Rodriguez appointed Cesar Gomez Valero to the ENB Board. At 

the time and, to this day, Mr. Gomez Valero has been a high-ranking official 

at Sudeban. Mr. Gomez Valero was a member of ENB’s Board until 2021.

See Exhibit 3, PI TR 3 [41:10-45:24.] 5

18. Thus, until August of 2022, Gabina Rodriguez exercised all of the authority of 

Corpofin and Mercorp’s legitimate shareholders, directors, and officers. In other words, until 

August of 2022, Gabina Rodriguez has had complete control of ENB.

19. Although Corpofin had been intervened for over twenty years, Gabina Rodriguez 

has admitted that administrative interventions cannot exceed 180 days under Venezuelan law. Yet, 

she has stated that the decision to end an administrative intervention in Venezuela rests on Sudeban 

and not her. Sudeban also has final say with respect to any significant transactions taken by

Corpofin. See Exhibit 4, Declaration of Gabina Rodriguez in the related case Bancor v. Rodriguez 

et al, Case No. 2022-20122-DPG/EGT.

20. Ms. Rodriguez is no longer a director of ENB, nor the Managing Director of 

Mercorp. However, as detailed more fully below, Ms. Rodriguez continues to excerpt control over 

the ENB Board. Since August 25, 2022, the ENB Board has refused to call a shareholder 

meeting—as requested by the majority shareholders and required by ENB’s Bylaws and Florida 

law—by direct instruction of Ms. Rodriguez.

B. Since 2018, ENB Has Lost At Least 20 Million Dollars

21. On or about 2017, after all U.S. banks closed their correspondent relationship with 

BV, a government-owned Venezuelan bank, ENB opened and operated an account for BV.

 

5 Throughout this Complaint “PI TR” refers to the transcripts of the preliminary injunction hearing 

held in the related case Bancor v. Rodriguez et al, Case No. 2022-20122-DPG/EGT.

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Notably, Gabina Rodriguez was an officer of BV from 2009 to 2012, after being appointed in 2009 

by Sudeban as interventor of Corpofin.

22. In addition to Gabina Rodriguez, at the time that ENB opened the BV account, ENB 

had Yenny Gonzalez and Elvina Marcano as members of the ENB Board. At the time, Ms. Yenny

Gonzalez was Legal Counsel for BV and a director for Fogade. Ms. Elvina Marcano was General 

Counsel for the Venezuelan Ministry of Finance.

23.

24.

25. In October of 2018, the OCC issued, and the ENB Board consented to, a Consent 

Order (“2018 Consent Order”) noting multiple deficiencies in ENB’s banking practices, including 

deficiencies related to the Bank’s Bank Secrecy Act (BSA) and anti-money laundering (AML) 

practices that arose from the opening and operating of the BV account. See Exhibit 5, 2018 

Consent Order.

26. As a result of the Bank’s failure to act to remedy the OCC deficiencies, in 

November of 2020, the OCC issued, again with the consent of the ENB Board, a Consent Order 

(“2020 Consent Order”), which replaced and superseded the 2018 Consent Order. See Exhibit 6, 

2020 Consent Order. 

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27. The 2020 Consent Order found that ENB had not attained compliance with the 2018 

Consent Order, that ENB remained in violation of 12 C.F.R. §21.21, and that new unsafe or 

unsound practices existed. 

28. The 2020 Consent Order required ENB to maintain certain capital ratios and to 

submit “an acceptable written Capital and Strategic Plan for the Bank.”

29. Under the 2020 Consent Order, ENB is not allowed to declare dividends unless (1) 

ENB complies with the minimum capital requirements required by the 2020 Consent Order; (2) the 

dividend or capital distribution complies with 12 U.S.C. §§ 56 and 60 and all other applicable laws; 

and (3) ENB obtains prior written approval from the OCC’s Director for Special Supervision. 

30. The OCC further determined that ENB is in “troubled condition” under 12 C.F.R. 

§ 5.51(c)(7)(ii) and reserved its right to institute any enforcement action, including imposing civil 

money penalties for ENB’s failure to comply with the 2018 Consent Order and the 2020 Consent 

Order.

31. In part because of the expenses the Bank had to incur to comply with the two Consent 

Orders entered against it, in 2020 alone, ENB had losses in excess of $10 million. See Exhibit 7, 

Ferreira DEP. TR. [237:12-15]6.

32. Moreover, ENB’s ties with the Venezuelan Government have resulted in 

approximately $4 Million in revenue losses for ENB with respect to their correspondent banking 

business. As admitted by Mr. Ferreira, local banks have stopped doing business with ENB as a 

result of the sanctions that OFAC has implemented against the Government of Venezuela.

 

6 Throughout this Complaint, Ferreira DEP. TR. refers to the Deposition Transcript of Louis 

Ferreira, in the related case Bancor v. Rodriguez et al, Case No. 2022-20122-DPG/EGT.

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33. In 2021, ENB recorded $1.2 Million in losses and, in 2022, ENB is currently losing 

an average of $310,000 a month.

34. In sum, since 2018, as a result of the mismanagement and failure to comply with 

the dictates of the OCC by Defendants Macias, Parker, Carlos Rodriguez, and Ferreira, the Bank 

has incurred losses in excess of $20 million.

C. Defendants’ improper stock compensation scheme.

35. While the OCC was investigating the deficiencies in ENB’s banking practices in 

2018, Defendants, Macias, Parker, and Carlos Rodriguez—the very directors whose banking 

practices led to the OCC investigation—began considering an equity incentive plan to provide for 

the issuance of restricted stock units (“RSUs”) to themselves, as directors of ENB (the “RSU 

Plan”).

36. The stated purpose of the RSU plan was to attract and retain qualified directors and 

employees. Yet, after the October 2018 Consent Order exposed the mismanagement of Defendants 

Macias, Parker, and Carlos Rodriguez, these Defendants still went forward and created the RSU

Plan in December 2018, designed primarily to benefit themselves. 

37. The Board has the authority to propose the RSU Plan, but a shareholder vote and 

ratification is required to approve the plan because such a plan would dilute shareholder value. 

However, Defendants Macias, Parker, and Carlos Rodriguez, did not hold a shareholder vote even 

though they were aware that a vote was required. See Exhibit 8, ENB Board Minutes of March 25, 

2021.

38. Indeed, from 2018 until December 2021, the ENB Board never called for an annual 

shareholders meeting as is required by ENB’s governing documents. Instead of holding a required 

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shareholder vote, the ENB Board improperly gave Gabina Rodriguez, as representing more than 

99% of ENB’s shares through Mercorp, sole authority over the plan.

39. Indeed, Defendant Ferreira has conceded that the RSU Plan was improperly adopted 

and that it should have been subject to a shareholder vote during a shareholder meeting. See Exhibit 

9, PI TR 2, [57.]

40. Since December 2018, RSUs representing about 16% of the Bank’s issued shares 

were issued to individuals, including Defendants.

41. The ENB Board was required to seek prior approval from the Office of Foreign 

Assets Control (“OFAC”) before proposing the stock compensation scheme. The Board was also 

required to hold a shareholder vote for such a plan. 

42. However, Defendants have not sought prior approval from the OCC or OFAC and 

did not call a special meeting of the shareholders to vote on the RSU Plan. The failure to obtain 

the prior approval of the OCC or OFAC, and the failure to call a special meeting of the shareholders 

to vote on the plan renders the stock compensation scheme invalid. 

43. In total, the RSU Plan diverts equity representing about 30% of the Bank’s issued 

shares to individuals, including Defendants.

44. If the stock compensation scheme is executed, the Bank may have to record about 

$4.8 million in expenses.

45. The scheme indeed provides no value to ENB’s shareholders or the Bank and is the 

result of self-dealing by Defendants. Any well-conceived stock option plan shall serve as incentive 

to the recipients to manage the business properly and pursue the growth and profitability of the 

company for the benefit of the shareholders. In ENB’s case, the illegal stock option scheme was 

designed to benefit the same directors that managed the bank to lose over $20 million since 2018,

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and who violated banking regulations and safe banking practices that led to the OCC Consent 

Orders.

D. Defendants Are In Breach of the ENB Bylaws by Direction of Gabina Rodriguez, 

Who No Longer Serves as Director of Mercorp

46. Mr. Santaella and some of his family members are the legal majority owners of 

Corpofin.7 Since its intervention in the late 90s, Mr. Santaella has made tireless efforts to recover 

control over Corpofin. 

47. In 2019, despite disagreeing with the legitimacy of the debt, Mr. Santaella agreed to 

pay the amounts demanded by Fogade.

48. The Venezuelan Supreme Court accepted Mr. Santaella’s offer of payment and 

ordered the Central Bank of Venezuela to calculate the total amounts owed.

49. In November of 2020, Mr. Santaella made a final payment in full to Fogade by 

depositing the money with the Venezuelan Supreme Court. The Venezuelan Supreme Court then 

urged Sudeban to reconsider whether the intervention of Corpofin was still justified, but Sudeban 

has failed to take action.

50. Following the OCC’s November 2020 findings, Mr. Santaella as one of the legal 

owners of Corpofin and as principal of minority shareholders of Bancor Group Inc. (“Bancor”), 

and Stitching Particulier Fonds Franeker (“Franeker”), continued to request to meet with the Board 

and ENB’s management to address the issues identified in the 2020 Consent Order to offer help in 

addressing the Bank’s problems. However, the Board and ENB’s management refused to meet to 

address these issues. See Exhibit 8, ENB Board Minutes of March 25, 2021.

 

7 Because of the Sudeban intervention, Mr. Santaella did not have control of Corpofin until August 

of 2022, but he always remained its legal owner. See Exhibit 10, Letter from ENB to OFAC of 

July 3, 2019.

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51. In these communications, Mr. Santaella informed Mr. Ferreira and ENB’s Board that 

he had repaid the debt to Fogade in full. Mr. Santaella also advised the ENB Board of this fact 

through his legal counsel, Mr. Alcides Avila. See Exhibit 11, ENB Board Minutes of July 28 of 

2021.

52. The Board, however, ignored Mr. Santaella and, instead, took the word of the 

Venezuelan Government as relayed by Gabina Rodriguez and Cesar Gomez-Valero and not the 

Venezuela Supreme Court—that Mr. Santaella had not repaid Fogade—at face value. The ENB 

Board made no efforts to investigate or corroborate the information provided to them by Mr.

Santaella and instead, continued to follow the direction of Gabina Rodriguez and the Venezuelan 

Government in running ENB’s affairs. See Exhibit 12, ENB Board Minutes of January 28 of 2021.

53. In separate legal proceedings, Mr. Ferreira has since testified that he refused to meet 

with Mr. Santaella because it was the Board’s policy to decline one-on-one meetings with any 

individual shareholder. Mr. Ferreira, however, was forced to admit that he violated that policy 

when it came to Ms. Gabina Rodriguez as representative of Mercorp, who he met with on multiple 

occasions:

See Exhibit 7, Ferreira DEP. TR. [211-215].

54. On or about July 2022, Mr. Santaella, through counsel, presented a case before the 

Curaçao Chamber of Commerce and the Curaçao Commercial Registry, arguing that the intervention 

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of Corpofin was illegal and Curaçao should not recognize it. See Exhibit 13, Letter to OFAC dated 

August 22, 2022.

55. In addition, Mr. Santaella argued that Mercorp had been abandoned by Gabina

Rodriguez, because she had allowed Mercorp’s registration to elapse. Indeed, Mercorp had been a 

de-registered, inactive company in Curaçao since September of 2020.

56. By a duly called shareholder meeting of Mercorp, Corpofin, the sole shareholder, 

unanimously resolved to: (i) reinstate Mercorp before the Curaçao Chamber of Commerce; (ii) 

appoint Juan Jose Caso Llano as Managing Director of Mercorp; (iii) dismiss Gabina Rodriguez as 

Managing Director of Mercorp; and (iv) appoint Amicorp Curaçao B.V. as local representative of 

Mercorp.

57. The Curaçao Chamber of Commerce agreed with Mr. Santaella, and allowed 

Corpofin, under the authority of Mr. Santaella, to reinstate Mercorp and to appoint a new managing 

director for Mercorp. The Curaçao Chamber of Commerce then acepted Mr. Juan Caso Llano’s 

appointment as Managing Director of Mercorp.

58. In August 22, 2022, Mercorp, informed OFAC and the OCC of the events that 

unfolded in Curaçao that resulted in a change of control of Mercorp.

59. Three days later, Mercorp, Bancor and Franeker, pursuant to ENB’s Bylaws, jointly 

requested Defendant Ferreira, as CEO of the Bank and Chairman of the Board, to call a special 

meeting of ENB’s shareholders for the purpose of voting on the RSU Plan. See Exhibit 18, Mercorp

Request for Shareholder Meeting of August 25, 2022.

60. On September 1, 2022, Mercorp, Bancor, and Franeker amended the request to add 

an additional agenda topic regarding the removal of Defendants Macias, Parker and Rodriguez from 

the Board of Directors and the nomination and appointment of three new directorsto the ENB Board.

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This new request was sent to Defendant Ferreira and to Mr. Rolando Parets as secretary of the Board.

See Exhibit 19, Mercorp Request for Shareholder Meeting of September 1, 2022.

61. Mr. Ferreira and the ENB Board have refused to call a shareholder meeting despite 

being required to do so by the ENB Bylaws, which state that that special meetings “shall be 

held...when requested in writing to the president by any three or more Shareholders holding not less 

than twenty-five (25%) per cent of all the shares entitled to vote...” (emphasis added). See Exhibit 

14, ENB Articles of Association and Bylaws.

62. Despite being presented with official documents from Curaçao authorities showing 

Mr. Juan Caso Llano as the lawful managing director of Mercorp, Mr. Ferreira and the Board 

expressly denied Mercorp’s request to call a shareholder meeting arguing that they need more time 

to investigate the events that took place in Curaçao. See Exhibit 15, ENB Board’s Response of Sept. 

2, 2022.

63. Even worse, the Board’s decision to not hold a shareholder meeting was made after 

the Board privately consulted with an agent of the Venezuelan Government—Gabina Rodriguez—

who advised that “the recent actions taken with respect to Mercorp and Mr. Caso Llano’s 

appointment were improper, unlawful and not duly authorized by her as Interventor or by Corpofin 

as the shareholder of Mercorp.”

64. The Board also indicated that itspecifically gave weight to her claims and may refrain 

from taking any action should Gabina Rodriguez decide to challenge the appointment of Mr. Caso 

Llano before a Curaçao court. 

65. Again, Defendants have breached ENB’s Bylaws, which do not provide them with 

any discretion to dispute Juan Caso Llano’s authority as Managing Director of Mercorp. Indeed, the 

Bylaws state that “[p]roof of the designation to vote may be made by presentation of...a certified 

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resolution of the corporation’s board of directors, or comparable governing body, making such 

designation.”

66. Defendants have been provided with a resolution of the shareholders or Mercorp,

designating Mr. Caso Llano as Managing Director of Mercorp and a certified copy of an excerpt of 

the Curaçao Commercial Register showing Mr. Caso Llano’s designation as Managing Director of 

Mercorp. This is the same proof submitted by Gabina Rodriguez prior to the December 17, 2021 

shareholder meeting of ENB which was accepted by the ENB Board without question. See Exhibit 

16, Proof of Authority.

67. Of course, underlying Defendants’ rejection of Mercorp’s request, is the fact that 

Defendants stand to make $580,000 each, if Mercorp remains under the control of Gabina Rodriguez.

E. The Bank is in Dire Need of Recapitalization

68. Due to the massive losses suffered by the Bank and because the OCC has mandated 

it, the Bank is in dire need of recapitalization. The Board is fully aware that the need for 

recapitalization is imperative to avoid the Bank’s closure. See Exhibit 17, ENB Board Minutes of 

May 26, 2021.

69. Defendant Ferreira has conceded that the Bank is bleeding money and failure to find 

an investor that can recapitalize the Bank may result in the Bank being forced to close operations.

70. Because Mercorp is no longer controlled by the Venezuelan Government, Mercorp is 

in a position to recapitalize the Bank, but Mercorp cannot act if the Board does not hold a shareholder 

meeting.

COUNT I – VIOLATION OF ENB BYLAWS AND FLORIDA STATUTES

(Against All Defendants)

71. Plaintiff re-alleges and incorporates paragraphs 1 through 70 above as though fully 

set forth herein.

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72. As set forth above, Defendants refusal to call a special shareholder meeting of the 

shareholders is a violation of ENB’s Bylaws and Fla. Stat. §607.0702. ENB’s Bylaws provide that 

a special meeting of shareholders “shall” be held “when requested in writing to the president by any 

three or more Shareholders holding not less than twenty-five (25%) per cent of all the shares entitled 

to vote...”

73. Similarly, Florida law provides that a special meeting of shareholders “shall” be 

held “if shareholders holding not less than 10 percent, unless a greater percentage not to exceed 

50 percent is required by the articles of incorporation, of all the votes entitled to be cast on any 

issue proposed to be considered at the proposed special meeting sign, date, and deliver to the 

corporation’s secretary one or more written demands for the meeting describing the purpose or 

purposes for which it is to be held.” Fla. Stat. §607.0702.

74. Mercorp has made several requests to Defendants for a shareholder meeting via Mr. 

Ferreira and the Board’s Secretary, Mr. Rolando Parets. However, the Board has expressly rejected 

these requests in violation of ENB’s Bylaws and Florida law.

75. As a direct and proximate result of Defendants’ breach of the ENB Bylaws and 

Florida law, Defendants have deprived Mercorp of its voting control right as majority shareholder 

and its right to a proportionate voice and influence in ENB’s corporate affairs.

COUNT II – INJUNCTIVE RELIEF

(Against all Defendants)

76. Plaintiff re-alleges and incorporates paragraphs 1 through 70 above as though fully 

set forth herein.

77. This is an action for breach of Florida Statutes against Defendants based on their 

denial to call a special shareholders meeting as required by ENB’s Bylaws and Florida law.

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78. Defendants’ actions are a violation of ENB’s Bylaws and Florida law and, 

therefore, Plaintiff is likely to succeed on the merits.

79. Defendants actions are causing irreparable injury to Plaintiff, who has no adequate 

remedy at law.

80. An injunction would not be against the public interest.

PRAYER FOR RELIEF

WHEREFORE, Plaintiff, respectfully requests that this Court (1) enter judgment against 

Defendants for preliminary and permanent injunctive relief (a) ordering that Defendants notice 

and hold a special meeting of the shareholders for the purposes established in the requests for 

shareholders meeting of August 25, 2022 and September 1, 2022; (b) enjoining Defendants from

disregarding the authority of Mr. Juan Caso Llano as Managing Director of Mercorp; (3) enjoining 

Defendants from taking any actions, other than calling a special meeting of the shareholders; (4) 

award Plaintiff it’s attorneys fees and costs of this action; and (5) grant other and further relief as 

the Court deems just and proper. 

Dated: September 7, 2022 Respectfully submitted,

Derek E. León

Derek E. León

Florida Bar No. 625507

Diego Pérez Ara

Florida Bar No. 1023765

LEÓN COSGROVE, LLP

255 Alhambra Circle, 8th Floor

Miami, Florida 33134

Telephone: 305.740.1975

Facsimile: 305.351.4059

Email: dleon@leoncosgrove.com

Email: eperez@leoncosgrove.com

Email: dperez@leoncosgrove.com

Email: lburns@leoncosgrove.com

Counsel for Plaintiff 

Case 1:22-cv-22850-CMA Document 1 Entered on FLSD Docket 09/07/2022 Page 16 of 16