Quinn Emanuel Achieves Major Victory Preventing JP Morgan International Finance Limited from Pursuing Greek Claim for €917 million

Following an expedited trial in the English High Court (Commercial Court), Quinn Emanuel recently obtained anti-suit injunctive relief against JP Morgan International Finance Limited (“JPM”) preventing JPM from wrongly pursuing a damages claim in Greek proceedings for €917 million against four directors of Viva Wallet Holdings Software Development Ltd (“Viva”).

Quinn Emanuel represents WEREALIZE.COM Limited (“WRL”) and four directors of Viva (the “Directors”).  

WRL (a Cypriot company) is a holding and investment company, whose areas of investing activity include cutting-edge technology and the payments market.  WRL is the majority shareholder of Viva (a Greek company), and JPM is the minority shareholder. Viva is the world’s only pan-European “neobank” (a bank that operates exclusively using online banking, without traditional bank branches) licensed to provide cloud-based banking services in 24 different countries (including Viva’s innovative “Tap on Phone” technology).  At the time of the acquisition by JPM, Viva was heralded as Greece’s first “fintech unicorn”—i.e., a privately owned start-up company valued at over $1 billion.

The relationship between JPM and WRL is governed by a shareholders’ agreement (“SHA”).  The SHA contains an exclusive jurisdiction agreement in favor of the English courts, and a “no liability” clause in favor of the Directors.

However, on January 2, 2025, JPM commenced proceedings against the Directors before the Multi-Member Court of First Instance of Athens under Article 919 of the Greek Civil Code (“GCC”) for allegedly intentionally causing damage contrary to good morals (the “Greek Proceedings”).  JPM claimed in the Greek Proceedings that its shareholding rights in Viva had been rendered effectively worthless by the Directors’ conduct, and sued them for  €917 million in damages (the total amount invested by JPM in Viva).

The effect of Article 332 of the GCC is that liability under Article 919 cannot be excluded as a matter of Greek law.  Article 332 of the GCC provides “any agreement made in advance which excludes or limits liability from intentional conduct or gross negligence shall be null and void.”

JPM’s position in the Greek Proceedings, and in the English proceedings, was that the Greek Court will apply Greek law to its claims in the Greek Proceedings, and that under Greek law, the Greek Court would not give effect to the liability limitations to when JPM had contractually agreed to under clause 33 of the SHA because the Greek Court would treat Articles 919 and 332 of the GCC as mandatory provisions of law out of when parties cannot contract.

Following a three-day expedited trial, Mr. Justice Foxton granted anti-suit injunctive relief, finding that the Greek Proceedings were in breach of an obligation to be implied into the SHA not to bring proceedings in jurisdictions where the “no liability” provision would be ineffective.

This dispute is the latest round in a broader shareholder dispute concerning Viva, with this decision marking the third round of the legal battle between JPM and WRL.  

Victory for James River Group in Complex Securities Fraud Dispute

The firm recently secured a complete victory for James River Group Holdings, Ltd. and its executives in a high-stakes federal securities fraud action brought by Fleming Intermediate Holdings LLC in connection with its $300 million acquisition of a James River subsidiary.  On July 17, 2025, the U.S. District Court for the Southern District of New York granted James River’s motion to dismiss in its entirety, dismissing all federal securities claims with prejudice and declining to exercise supplemental jurisdiction over the remaining state law claims.

The dispute arose from Fleming’s November 2023 acquisition of JRG Reinsurance Company Ltd., a Bermuda-based reinsurance subsidiary of James River.  Fleming, a Cayman Islands insurance company majority-owned by private equity firm Altamont Capital Partners, alleged that James River made material misrepresentations in the Stock Purchase Agreement and breached various covenants.  Fleming brought claims under Sections 10(b) and 20(a) of the Securities Exchange Act against James River and its CEO and CFO, along with state law fraud and breach of contract claims.

The Court’s decision rested on the extraterritoriality doctrine established by the Supreme Court in Morrison v. National Australia Bank and refined by the Second Circuit in subsequent cases including Parkcentral Global Hub Ltd. v. Porsche Automobile Holdings SE and Cavello Bay Reinsurance Ltd. v. Stein.  Although Fleming argued that the transaction was sufficiently domestic because James River was headquartered in North Carolina and the agreement was negotiated and executed in the United States, the Court found that Fleming’s claims were “so predominantly foreign as to be impermissibly extraterritorial.”

The Court emphasized several key factors that rendered the case predominantly foreign: (1) the transaction involved foreign parties on both sides and shares of a privately held Bermuda company not traded on any U.S. exchange; (2) many of Fleming’s alleged misrepresentations were premised on purported violations of Bermuda law; (3) the entire transaction was conditioned on approval by the Bermuda Monetary Authority; and (4) there were parallel foreign regulatory proceedings involving the same conduct alleged in the complaint.  The Court noted that Fleming’s Exchange Act claims would require this Court “first [to] have to find a predicate violation of Bermuda’s Insurance Act, Insurance Code, or Companies Act,” creating exactly the type of “potential for incompatibility between U.S. and foreign law” as in Morrison and Parkcentral.

The Court found the Second Circuit’s decision in Cavello Bay directly on point.  Like Cavello Bay, this case involved “a private agreement for a private offering between a Bermudan investor … and a Bermudan issuer,” with shares “not listed on a U.S. exchange and not otherwise traded in the United States.”  The Court rejected Fleming’s attempts to distinguish Cavello Bay, noting that Fleming’s arguments about U.S.-based executives, negotiations, and financing were “remarkably similar to the allegations deemed inadequate in Cavello Bay.”

Having dismissed all federal claims with prejudice based on extraterritoriality, the Court declined to exercise supplemental jurisdiction over Fleming’s state law fraud and breach of contract claims.  The Court noted that “the case is at a relatively early stage” and “there are already pending state law proceedings,” concluding that “holding parallel state and federal proceedings would not serve judicial economy or convenience.”

This victory demonstrates the continued vitality of Morrison’s extraterritoriality doctrine in complex cross-border transactions and provides important guidance on how courts will analyze cases involving foreign parties, foreign securities, and claims that depend on alleged violations of foreign law—even where significant negotiation and execution activities occur in the United States.