Legal Battle Over BGI Ethiopia Shares Escalates to Federal High Court

Jun 21 , 2025. By NAHOM AYELE ( FORTUNE STAFF WRITER )

A high-stakes legal battle over the disputed ownership of shares in one of Ethiopia’s most iconic breweries, BGI Ethiopia Plc, has reached the Lideta Division of the Federal High Court.

Lawyers representing Zewdnesh G. Asrat filed an appeal last week, challenging a lower court’s ruling that dismissed her claim as time-barred and contractually grounded, a legal characterisation her legal team vehemently disputes.

At issue is Zewdnesh’s assertion that her 27pc stake in BGI Ethiopia, formerly the state-owned St. George Brewery and now a subsidiary of the French beverage giant Castel Group, was unlawfully transferred without her consent. She seeks restitution amounting to over 8.28 million Br for lost dividends and damages, naming as defendants BGI Ethiopia, Brasseries International Holding (BIH), the former CEO Jean-Paul Blavier, and Hebu Properties Ltd., which she accuses of unlawfully receiving her shares.

The case traces its roots to the 1998 privatisation of St. George Brewery, when BIH acquired full ownership for 10 million dollars. Zewdnesh’s lawsuit, filed in May 2024, marks the first public legal challenge to the share transfer process of this transaction. But in April, Judge Gerawork Yitbarek of the Federal First Instance Court ruled that her suit was time-barred, characterising it as a contractual dispute governed by the limitation periods under Ethiopia’s Civil Code.

The Court also imposed 30,000 Br in legal costs on the Plaintiff.

Zewdnesh’s legal team, a quartet of senior partners from Ethio-Alliance Advocates LLP, including Yehualashet Tamiru and Kaleegziabher Gossaye, is now challenging both the factual and legal foundations of that decision. They argue that the Court "misclassified the matter entirely."

“This was always a property case, not a contract matter,” Zewdnesh's counsel said. “Registered shares are not ordinary movable assets. No statute of limitation should preclude their rightful reclamation.”

The appeal asserts that the lower court failed to engage with established precedent, including constitutional protections and cassation court rulings that elevate shareholder rights, particularly in formerly state-owned enterprises. The appellants maintain that the ruling overlooked the distinct legal nature of share ownership, incorrectly tying the case to contractual timelines.

Complicating the matter further is the Court’s unsolicited invocation of arbitration. In its dismissal, the Judge ruled that the dispute ought to have been resolved through arbitration, even though neither party had raised the issue, nor did the Court cite any contractual agreement compelling such resolution. Zewdnesh’s lawyers argue this was a judicial overreach.

“A judge must decide on matters properly before the Court,” reads the appeal, “Not introduce new legal theories to dismiss a meritorious claim.”

Adding substantive weight to the appeal is a forensic report submitted in May 2024, which questions the authenticity of Zewdnesh’s signature on minutes from a 2001 general assembly where her share transfer was allegedly approved. According to the Plaintiff's lawyers, experts cited inconsistencies with her known handwriting, suggesting forgery, a claim that, if proven, could undermine the entire basis for the defence’s case and toll the limitation period.

The Plaintiff also invoked extraordinary circumstances, claiming threats against her and her family during the politically volatile early 2000s. Her lawyers argue that these threats impeded her ability to seek legal remedy at the time, and that the statutory clock for filing claims should only begin once it was safe to act.

The defence, led by Solomon Emeru, remains firm in its rebuttal. It maintains that Zewdnesh was physically present at the 2001 assembly, participated in the process, and consented to the transaction. Even if her signature were forged, a point they dispute, Solomon argued that the statute of limitations would still bar the claim, regardless of its merits.

Zewdnesh’s lawyers cite the 1988 Investment Proclamation, which required Ethiopian investors to retain at least 27pc equity in joint ventures. If BIH indeed acquired full ownership, as the appeal claims, the transaction may have contravened this legal threshold, potentially undermining its validity.

The case now sits before a higher judicial authority, drawing attention to legal ambiguities at the intersection of property rights, foreign investment, and evolving commercial jurisprudence.

PUBLISHED ON Jun 21,2025 [ VOL 26 , NO 1312]