WilmerHale has achieved a significant victory for Seanergy Maritime Holdings Corp. and its directors, following a recent decision by the Supreme Court of the Republic of the Marshall Islands. On February 20, 2026, the Supreme Court affirmed the dismissal of breach of fiduciary duty and related claims challenging Seanergy’s December 2021 issuance and sale of preferred shares to its CEO. Both the Supreme Court and the lower court oral arguments took place in person in the Marshall Islands.
While an independent country, Marshall Islands courts look to Delaware corporate law for guidance on issues of corporate law and governance. The Supreme Court’s decision marked a seminal precedent, as the Court addressed matters of first impression for Marshall Islands corporate law. The Court also clarified the applicable pleading standard, adopting the Twombly/Iqbal standard.
Seanergy, incorporated in the Marshall Islands and headquartered in Glyfada, Greece, is a leading international provider of marine dry bulk transportation services. In December 2021, Seanergy’s Board formed a special committee of independent directors and retained an independent financial advisor to evaluate the potential issuance and sale to the company’s CEO of Series B preferred shares. The company consummated this transaction in December 2021 and thereafter made a timely and full public disclosure of the transaction to its shareholders.
Almost two years later, an investment vehicle controlled by a competing shipowner (which was not a Seanergy shareholder at the time of the transaction) announced its intention to commence a proxy contest and challenge the Series B transaction. The investor filed litigation in the Marshall Islands soon thereafter, asserting claims for breach of fiduciary duty and seeking to invalidate the Series B shares. WilmerHale successfully argued for dismissal in the Marshall Islands High Court, and the plaintiff appealed to the Marshall Islands Supreme Court.
On appeal, the Supreme Court adopted WilmerHale’s central argument: plaintiff’s claims for economic and voting power dilution were derivative in nature, and thus the plaintiff lacked standing to assert its claims because it was not a shareholder at the time of the challenged transaction. In so ruling, the Court rejected the plaintiff’s contention that the transaction effected a “change of control.” Applying Delaware law principles, the Court emphasized that less than majority voting power does not equate to control, and that “soft control” claims must be substantiated by well-pleaded allegations, which the plaintiff failed to provide.
The WilmerHale team was led by Mike Bongiorno and Peter Kolovos, who argued both the motion to dismiss and the appeal in the Marshall Islands. The team also included Peter Spaeth, Elizabeth Driscoll, Matthew Lewis, Jocelyn Keider, and paralegal Matt Howard, all of whom played key roles throughout the proceedings.
With this result, WilmerHale remains undefeated in corporate governance litigation before Marshall Islands courts, as this victory builds on the Firm’s successful defense of a shareholder derivative suit against the board of another shipping company in 2011. The victory underscores WilmerHale’s expertise and further solidifies its position as an industry leader in defending clients in securities and corporate governance litigation in the United States and worldwide. Among other accolades, WilmerHale was recently named a 2025 Transportation Practice Group of the Year by Law360, recognizing the firm’s work on complex, high‑stakes transportation matters involving overlapping regulatory and litigation issues.