Preview
FILED: NEW YORK COUNTY CLERK 06/26/2023 10:20 PM INDEX NO. 650710/2023
NYSCEF DOC. NO. 67 RECEIVED NYSCEF: 06/26/2023
EXHIBIT A
FILED: NEW
FILED: NEW YORK
YORK COUNTY
COUNTY CLERK
CLERK 06/26/2023
02/06/2023 10:20
01:48 PM
PM INDEX NO.
INDEX NO. 650710/2023
650710/2023
NYSCEF DOC.
NYSCEF DOC. NO.
NO. 67
2 RECEIVED NYSCEF:
RECEIVED NYSCEF: 06/26/2023
02/06/2023
SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NEW YORK
ALBERTO JOSEPH SAFRA,
Plaintiff, Index No.: _____________
-against-
COMPLAINT
SNBNY HOLDINGS LIMITED, CARLOS
ALBERTO VIEIRA, CARLOS CESAR
BERTACO BOMFIM, SIMONI PASSOS
MORATO, VICKY SAFRA, JACOB
JOSEPH SAFRA, AND DAVID JOSEPH
SAFRA,
Defendants.
Plaintiff Alberto Joseph Safra (“Alberto”), by and through his attorneys, alleges as follows
against Defendants SNBNY Holdings Limited (“SNBNY”), SNBNY directors Carlos Alberto
Vieira, Carlos Cesar Bertaco Bomfim, and Simoni Passos Morato (the “Director Defendants”),
and certain of Alberto’s family members: his mother, Vicky Safra (“Vicky”), and two of his
siblings, Jacob Joseph Safra (“Jacob”) and David Joseph Safra (“David”) (together, the “Family
Defendants”)1:
PRELIMINARY STATEMENT
1. This action concerns the ownership and governance of SNBNY, an investment
holding company operated out of New York, the primary purpose of which is to own and control
1 Given the common last name, Safra family members are referred to herein by their first names.
1 of 50
FILED: NEW
FILED: NEW YORK
YORK COUNTY
COUNTY CLERK
CLERK 06/26/2023
02/06/2023 10:20
01:48 PM
PM INDEX NO.
INDEX NO. 650710/2023
650710/2023
NYSCEF DOC.
NYSCEF DOC. NO.
NO. 67
2 RECEIVED NYSCEF:
RECEIVED NYSCEF: 06/26/2023
02/06/2023
Safra National Bank of New York (“Safra National Bank”), a large, valuable New York bank, with
more than $9 billion in assets, headquartered at 546 5 th Avenue, New York, New York.
2. Defendants have engaged in various acts of corporate malfeasance intended to harm
Alberto’s valuable interests in SNBNY, including: (i) wrongfully diluting Alberto’s ownership
stake while engaging in unexplained and suspicious financial and accounting maneuvers; and (ii)
depriving Alberto of his governance and oversight rights over SNBNY by improperly refusing to
recognize his appointed director.
3. First, Alberto’s holdings in SNBNY were improperly diluted when the late
patriarch of the Safra family, Joseph Yacoub Safra (“Joseph”), 2 purported to initiate certain
transactions that drastically decreased Alberto’s ownership share of SNBNY. The Family
Defendants carried out these transactions, with the assistance of the Director Defendants, as part
of an unlawful effort to dilute Alberto and pressure him to sell his shares in various Safra family
businesses. The transactions had no legitimate economic purpose or business rationale, and they
provided no benefit to SNBNY or its subsidiaries. The only effect of the transactions was to dilute
Alberto’s interest in SNBNY and inflate the holdings of his brothers, David and Jacob, without
them (or anyone) having invested any additional capital. Defendants engineered these transactions
without proper board authority, in violation of SNBNY’s governing documents. Further, these
transactions were premised on various improper accounting maneuvers. These included changing
the accounting standards mid-year and massively inflating the value of SNBNY’s main subsidiary,
Safra National Bank – by more than $870 million – so as to enable SNBNY to issue new shares to
2 Joseph and Vicky are the parents of Alberto and his siblings: David, Jacob, and Esther Safra
Dayan (“Esther”).
-2-
2 of 50
FILED: NEW
FILED: NEW YORK
YORK COUNTY
COUNTY CLERK
CLERK 06/26/2023
02/06/2023 10:20
01:48 PM
PM INDEX NO.
INDEX NO. 650710/2023
650710/2023
NYSCEF DOC.
NYSCEF DOC. NO.
NO. 67
2 RECEIVED NYSCEF:
RECEIVED NYSCEF: 06/26/2023
02/06/2023
dilute Alberto, followed by substantial write downs in subsequent years that significantly reversed
the earlier write up in value.
4. Despite Alberto’s reasonable attempts to obtain additional information and
explanations regarding these suspect transactions, Defendants have consistently denied Alberto’s
requests and have tightly restricted the disclosure of information regarding SNBNY and its
subsidiaries so as to hide their conduct.
5. The Family Defendants’ acts against Alberto were planned and executed when
Joseph was severely cognitively impaired and mentally incompetent to enter into the dilutive
transactions. At the time, Joseph was suffering from a variety of serious medical issues. David
and Jacob took advantage of Joseph’s condition to unduly influence him and to obtain his
purported approval for the hostile corporate actions against Alberto. For all these reasons, and as
discussed further below, Alberto’s ownership share in SNBNY should be fully restored.
6. Second, the Articles of Association of SNBNY (the “Articles”) entitle Alberto to
appoint a director. SNBNY falsely contends that a pending review by the Federal Reserve Bank
prevents it from recognizing Alberto’s appointment. As inquiries in New York have made clear,
however, there is no regulator standing in the way of Alberto’s right to appoint a director.
SNBNY’s contention is simply a pretext intended to prevent Alberto from asserting his governance
rights and oversight over the operation of SNBNY and Safra National Bank. This is consistent
with the pattern the Family Defendants have followed across the globe, in which they have
manufactured excuses to deprive Alberto of both information and governance rights in various
family businesses. Alberto is entitled to have his director appointee recognized to protect his
governance and oversight interests in SNBNY.
-3-
3 of 50
FILED: NEW
FILED: NEW YORK
YORK COUNTY
COUNTY CLERK
CLERK 06/26/2023
02/06/2023 10:20
01:48 PM
PM INDEX NO.
INDEX NO. 650710/2023
650710/2023
NYSCEF DOC.
NYSCEF DOC. NO.
NO. 67
2 RECEIVED NYSCEF:
RECEIVED NYSCEF: 06/26/2023
02/06/2023
7. As discussed below, the conduct alleged in this action was part of an ongoing,
coordinated effort by the Family Defendants to dilute Alberto’s ownership interests in businesses
owned by the Safra family around the globe, for which Alberto is seeking relief in multiple
jurisdictions.
8. This action concerns business interests located in New York, conduct in New York,
and harm in New York.
A. Defendants’ Dilution of Alberto and Refusal to Seat his Director
9. Defendants diluted Alberto’s interests in SNBNY on December 4, 2019, when
several steps were purportedly taken, without Alberto’s knowledge, to significantly alter the
ownership and governance of SNBNY.
10. Joseph was in New York for medical treatment that day.
11. At that time – and until his death on December 10, 2020 – Joseph held all voting
rights in SNBNY, while his children held non-voting shares. Alberto, along with his brothers
David and Joseph, each held 28,000,000 out of the 100,000,000 outstanding Class B shares in
SNBNY, while Alberto’s sister, Esther, held 16,000,000 such shares.
12. On December 4, 2019, David and Jacob, with the knowledge of Vicky, caused
SNBNY to pass a series of resolutions that could be used, together with certain necessary
accounting changes and board action, to dilute Alberto’s interests. While the Family Defendants
claim that Joseph passed these resolutions, he was cognitively impaired at the tim e, and either he
did not in fact approve and sign them, or only did so through the Family Defendants’ undue
influence.
13. The resolutions initiating these changes fundamentally altered what had been
Joseph’s carefully engineered and implemented estate planning. The resolutions did not benefit
-4-
4 of 50
FILED: NEW
FILED: NEW YORK
YORK COUNTY
COUNTY CLERK
CLERK 06/26/2023
02/06/2023 10:20
01:48 PM
PM INDEX NO.
INDEX NO. 650710/2023
650710/2023
NYSCEF DOC.
NYSCEF DOC. NO.
NO. 67
2 RECEIVED NYSCEF:
RECEIVED NYSCEF: 06/26/2023
02/06/2023
SNBNY; instead, they were used solely to improperly dilute Alberto’s stake in SNBNY from 28%
to 13.48%. The resolutions also diluted the holdings of Alberto’s sister, Esther, without any
purported justification, demonstrating that David and Jacob were simply taking advantage of
Joseph’s impaired condition to consolidate their holdings by pushing through changes their father
would never have approved, had he been of sound mind. Ultimately, the resolutions’ sole purpose
was to enable David and Jacob to illegally transfer Safra family assets to themselves.
14. However, Defendants could not have accomplished their dilution of Alberto
through the purported signature of Joseph alone. Instead, Defendants’ dilution of Alberto was also
based on a series of suspicious financial and accounting maneuvers. In an apparent effort to
generate paper “profits” that could be used to enable the dilution transactions, Defendants caused
SNBNY to write up the value of its subsidiaries by over $870,000,000 in 2019 – effectively
doubling the supposed value of Safra National Bank. SNBNY then substantially wrote down that
value the following year (by over $300,000,000), even though SNBNY’s primary asset, Safra
National Bank, had become more profitable during that time. Further unexplained write downs
followed in 2021. SNBNY’s audited financial statements and regulatory filings have not provided
any rationale for these wild swings in valuation. Those disclosures have also been riddled with
unexplained inconsistencies and were only released after unwarranted delays. All of this, in
addition to an unexplained, mid-year change in accounting standards in 2019, suggests that
Defendants engaged in financial or accounting malfeasance in support of their efforts to dilute
Alberto’s holdings in SNBNY and otherwise harm his financial interests.
15. Further, the SNBNY resolutions were issued when Joseph’s health and mental
condition had recently deteriorated significantly, and when he was incapable of unde rstanding,
planning, or carrying out the sophisticated dilution transaction. In 2019 – especially in the latter
-5-
5 of 50
FILED: NEW
FILED: NEW YORK
YORK COUNTY
COUNTY CLERK
CLERK 06/26/2023
02/06/2023 10:20
01:48 PM
PM INDEX NO.
INDEX NO. 650710/2023
650710/2023
NYSCEF DOC.
NYSCEF DOC. NO.
NO. 67
2 RECEIVED NYSCEF:
RECEIVED NYSCEF: 06/26/2023
02/06/2023
half of 2019 – Joseph was battling a cascade of serious medical conditions:
16. In conjunction with their attempts to dilute Alberto’s ownership interests,
Defendants also sought to deprive Alberto (or his appointed director) of governance and
information rights relating to SNBNY by refusing to recognize Alberto’s appointed director.
Under the Articles, Alberto is entitled to appoint one board director of SNBNY. 3 Over the last 20
months, Alberto has repeatedly sought to enforce his board appointment right. However, SNBNY
and the other Defendants have denied Alberto this right. At the direction of the Family Defendants
and Director Defendants, SNBNY contends that a pending review by the Federal Reserve is
delaying the process of recognizing Alberto’s director appointee. However, the Federal Reserve
has denied any such role and has instead confirmed that its approval is not required and that, in
any event, it has no objection to the appointment by Alberto of a board director.
17. Defendants’ conduct has forced Alberto to seek relief from this New York Court to
(i) set aside the improper dilutive transactions; and (ii) enforce Alberto’s right to a board seat and
restore his (or his representative’s) governance and information rights.
3 New Articles of Association adopted on December 4, 2019 left unchanged Alberto’s right to
appoint a director, and were it not for the improper dilution of his ownership interest, Alberto
would have the right to appoint two directors, instead of just one.
-6-
6 of 50
FILED: NEW
FILED: NEW YORK
YORK COUNTY
COUNTY CLERK
CLERK 06/26/2023
02/06/2023 10:20
01:48 PM
PM INDEX NO.
INDEX NO. 650710/2023
650710/2023
NYSCEF DOC.
NYSCEF DOC. NO.
NO. 67
2 RECEIVED NYSCEF:
RECEIVED NYSCEF: 06/26/2023
02/06/2023
B. The Family Defendants’ Global Campaign Against Alberto
18. The disputes in this action are part of a larger dispute among the Safra family
members concerning a family business empire comprising assets estimated to be worth
approximately $25 billion.
19. In 2018, each of the Safra sons – Alberto, David, and Jacob – worked in Safra
family businesses. Joseph had allocated each son an equal ownership share – 28% – in certain
major family assets, including SNBNY.
20. From 2006 to 2019, Alberto worked at, and helped lead, Banco Safra S.A. (“Banco
Safra”), one of Brazil’s largest and most successful commercial banks. When David joined Banco
Safra in 2008, he sought to gain power and control over Banco Safra’s operations. David’s actions
seriously undermined the working environment at Banco Safra. This led to substantial
disagreements between David and Alberto about the management of Banco Safra.
21. In 2019, as Joseph’s declining health left him unable to lead Banco Safra’s
management, David and Jacob used their influence to manipulate Joseph and Vicky and begin a
campaign to drive Alberto out of Banco Safra. While Vicky has never been actively engaged in
the management of the Safra family businesses, she exerted considerable influence over her
husband, Joseph. As a result of David and Jacob’s manipulation of Joseph, while his health was
declining, the conflicts in management between David and Alberto became untenable and
eventually diminished Alberto’s management powers at Banco Safra. For these reasons, Alberto
left the management of Banco Safra and decided to devote himself to his personal projects. As
one of these projects, Alberto founded ASA Investments, a multi-strategy asset management firm
with offices in São Paulo and New York.
22. Jacob and David capitalized on the opportunity to distance Alberto from the
family’s companies while increasing their share of the Safra family assets.
-7-
7 of 50
FILED: NEW
FILED: NEW YORK
YORK COUNTY
COUNTY CLERK
CLERK 06/26/2023
02/06/2023 10:20
01:48 PM
PM INDEX NO.
INDEX NO. 650710/2023
650710/2023
NYSCEF DOC.
NYSCEF DOC. NO.
NO. 67
2 RECEIVED NYSCEF:
RECEIVED NYSCEF: 06/26/2023
02/06/2023
23. In 2019, over the course of just a few weeks, the Family Defendants took advantage
of Joseph’s declining mental and physical health to defy his carefully drawn estate planning
intentions by reducing Alberto’s share of Joseph’s estate, across multiple global assets. In a
concerted effort to harm Alberto and take a larger portion of Joseph’s holdings for themselves, the
Family Defendants influenced a weakened Joseph to (1) pass resolutions diluting Alberto’s
shareholder interest in two of the Safra Group’s key assets: SNBNY and JS International Holding
Limited (“JSI”); and (2) dissolve an investment fund worth billions of dollars, in which Alberto
had a significant interest: Andromeda Global Strategy Fund Limited. The Family Defendants also
influenced Joseph to execute new wills concerning assets in various countries, causing a drastic
reduction in Alberto’s inheritance, as he was excluded from such wills, in whole or in part. This
was contrary to Joseph’s actual, carefully conceived estate plan. Many of these acts also reduced
Esther’s holdings in the family businesses, to Jacob and David’s benefit. That those efforts were
undertaken against Esther without the pretextual excuse used against Alberto – that he had acted
against the family businesses – shows that the campaign directed by David and Jacob was nothing
more than a brazen attempt to seize a greater share of their father’s estate as his health was failing,
in direct contravention of Joseph’s intent and the documents Joseph executed when he was of
sound mind.
24. In order to obscure the extent of Joseph’s decline, the Family Defendants also
impeded Alberto’s access to information related to Joseph’s medical condition. Starting in early
2018, the Safra family had communicated through electronic chat message groups on the
WhatsApp platform to share information regarding Joseph’s health condition. By mid -December
of 2019, however, the Family Defendants ceased such communications with Alberto. And in
-8-
8 of 50
FILED: NEW
FILED: NEW YORK
YORK COUNTY
COUNTY CLERK
CLERK 06/26/2023
02/06/2023 10:20
01:48 PM
PM INDEX NO.
INDEX NO. 650710/2023
650710/2023
NYSCEF DOC.
NYSCEF DOC. NO.
NO. 67
2 RECEIVED NYSCEF:
RECEIVED NYSCEF: 06/26/2023
02/06/2023
January of 2020, the Family Defendants created a separate electronic chat message group in order
to exclude Alberto from discussions about Joseph’s health and treatment.
25. Joseph passed away on December 10, 2020, and his wills are being administered in
Switzerland.
26. Following Joseph’s death, the Family Defendants have continued to take actions to
harm Alberto’s interest in various Safra Group companies. Like their actions with respect to
SNBNY, the Family Defendants have refused to seat Alberto’s director to JSI’s board. They are
attempting to dilute Alberto’s interest and remove his right to appoint a director at Banco Safra.
They have applied financial pressure on Alberto by wrongfully retaining profits at various Safra
Group companies, which should instead be distributed as dividends. And across the Safra family
businesses, they have restricted the flow of information available to Alberto, both by limiting or
delaying public disclosures and financial filings, and by flatly refusing to recognize his governance
and information rights in order to conceal their improper actions.
27. Due to the global nature of the Safra family assets, disputes regarding the Family
Defendants’ ongoing efforts to harm Alberto’s interest in Safra family businesses are pending in
various international forums.
28. Currently, there are ongoing proceedings regarding Joseph’s estate and Alberto’s
dilution in Switzerland and London. This Complaint, however, focuses solely on the Defendants’
actions relating to SNBNY and Safra National Bank, and the series of transfers, events, and injuries
that occurred in New York. 4
4 The parties have agreed, after SNBNY objected to jurisdiction, that claims regarding SNBNY
that were originally brought in a London-based arbitration will be withdrawn from that proceeding.
-9-
9 of 50
FILED: NEW
FILED: NEW YORK
YORK COUNTY
COUNTY CLERK
CLERK 06/26/2023
02/06/2023 10:20
01:48 PM
PM INDEX NO.
INDEX NO. 650710/2023
650710/2023
NYSCEF DOC.
NYSCEF DOC. NO.
NO. 67
2 RECEIVED NYSCEF:
RECEIVED NYSCEF: 06/26/2023
02/06/2023
PARTIES
29. Plaintiff Alberto Joseph Safra is a citizen of Brazil, Greece, and Spain and a
significant shareholder of SNBNY. He maintains a business address in New York, New York.
30. Defendant SNBNY is a company incorporated under the laws of Gibraltar, with a
registered address at 57/63 Line Wall Road, GX11 1AA, Gibraltar. SNBNY is an investment
holding company with its principal place of business in New York. Its directors maintain a
business address at 546 5 th Avenue, New York, NY, 10036, the same address as the headquarters
of Safra National Bank.
31. Non-party Safra National Bank is a nationally chartered United States bank based
in New York, with its headquarters located at 546 5 th Avenue, New York, NY 10036. It shares
two common directors with SNBNY and is regulated by the United States Office of the
Comptroller of the Currency.
32. Defendant Carlos Alberto Vieira is a director of SNBNY and Safra National Bank,
with a business address at 546 5 th Avenue, New York, NY, 10036, the same address as Safra
National Bank.
33. Defendant Carlos Cesar Bertaco Bomfim is a director of SNBNY, with a business
address at 546 5 th Avenue, New York, NY, 10036, the same address as Safra National Bank. He
has a residence in Millburn, New Jersey.
34. Defendant Simoni Passos Morato is a director of SNBNY and CEO of Safra
National Bank, with a business address at 546 5 th Avenue, New York, NY, 10036, the same address
as Safra National Bank. She has a residence in Bronxville, NY.
35. Defendant Vicky Safra is a citizen of Brazil, Greece, and Spain and is a shareholder
of SNBNY. She has residences in Valais, Switzerland and New York, NY.
-10-
10 of 50
FILED: NEW
FILED: NEW YORK
YORK COUNTY
COUNTY CLERK
CLERK 06/26/2023
02/06/2023 10:20
01:48 PM
PM INDEX NO.
INDEX NO. 650710/2023
650710/2023
NYSCEF DOC.
NYSCEF DOC. NO.
NO. 67
2 RECEIVED NYSCEF:
RECEIVED NYSCEF: 06/26/2023
02/06/2023
36. Defendant Jacob Joseph Safra is a citizen of Brazil, Greece, and Spain, is a
shareholder of SNBNY, and serves as the chair of Safra National Bank. He has residences in
Geneva, Switzerland and New York, NY.
37. Defendant David Joseph Safra is a citizen of Brazil, Greece, and Spain and is a
shareholder of SNBNY. He has a residence in São Paulo, Brazil.
JURISDICTION AND VENUE
C. Jurisdiction over Defendant SNBNY
38. This Court has personal jurisdiction over Defendant SNBNY pursuant to N.Y.
CPLR § 301 because New York is SNBNY’s principal place of business. Although incorporated
in Gibraltar, SNBNY is a holding company that operates through Safra National Bank, a New
York based bank.
39. Additionally, SNBNY has extensive contacts with New York and limited contacts
with Gibraltar. SNBNY’s principal purpose is investing in the common stock of Safra National
Bank, through which it derives almost all of its revenue. As a bank holding company, SNBNY is
subject to regulation by the Federal Reserve and must file various reports with the Federal Reserve.
All three of SNBNY’s directors have a business office located in the Safra National Bank
headquarters in New York City. Notably, no SNBNY director lives or maintains a business
address in Gibraltar. SNBNY owns one subsidiary, Safra New York Corp., a Delaware
Corporation whose principal place of business is New York. Safra New York Corp., in turn, owns
four US subsidiaries, including Safra National Bank. Accordingly, although incorporated in
Gibraltar, SNBNY is, in fact, managed and operated in New York. Given SNBNY’s strong and
almost exclusive connections to New York, SNBNY should be considered “at home” in New York
and subject to jurisdiction in connection with any claim brought against it.
-11-
11 of 50
FILED: NEW
FILED: NEW YORK
YORK COUNTY
COUNTY CLERK
CLERK 06/26/2023
02/06/2023 10:20
01:48 PM
PM INDEX NO.
INDEX NO. 650710/2023
650710/2023
NYSCEF DOC.
NYSCEF DOC. NO.
NO. 67
2 RECEIVED NYSCEF:
RECEIVED NYSCEF: 06/26/2023
02/06/2023
40. This Court also and independently has specific jurisdiction over SNBNY for
Alberto’s claims pursuant to N.Y. CPLR § 302(a)(1) because the claims arise out of SNBNY’s
transaction of business in New York. SNBNY conducts nearly all of its business through Safra
National Bank, a New York-based subsidiary. The alterations to SNBNY’s capital structure were
initiated through shareholder resolutions executed by Joseph while he was in New York and were
purportedly overseen by the Director Defendants, who conduct busin ess out of Safra National
Bank’s New York office. Joseph and Vicky were in New York at the time the shareholder
resolutions were executed, and Joseph was in New York when he was unduly coerced by Vicky
and their sons David and Jacob to execute the shareho lder resolutions. Because SNBNY’s
directors work out of Safra National Bank’s New York office, their refusal to recognize Alberto’s
director appointee also originated in New York. Further, SNBNY’s interactions with the Federal
Reserve, which SNBNY contends form the basis for its refusal to recognize Alberto’s director
appointee, occurred in New York.
D. Jurisdiction over the Director Defendants
41. This Court has personal jurisdiction over the Director Defendants pursuant to N.Y.
CPLR § 301 because they work and/or reside in New York. Two of the Director Defendants,
Simoni Passos Morato and Carlos Alberto Vieira, maintain residences in New York. SNBNY’s
Form of Annual Return lists Simoni Passos Morato’s address in Bronxville, New York. Carlos
Alberto Vieira also maintains a residence in New York. All three of the Director Defendants work
in New York. SNBNY’s response to Alberto’s request for arbitration in a separate London
arbitration among the parties lists Safra National Bank’s New York office address, 546 5 th Avenue,
New York, NY, 10036, as the contact address for all three Director Defendants. Simoni Passos
Morato also serves as CEO of Safra National Bank. As further evidence that the Director
Defendants work in Safra National Bank’s New York of fice, Simoni Passos Morato and Carlos
-12-
12 of 50
FILED: NEW
FILED: NEW YORK
YORK COUNTY
COUNTY CLERK
CLERK 06/26/2023
02/06/2023 10:20
01:48 PM
PM INDEX NO.
INDEX NO. 650710/2023
650710/2023
NYSCEF DOC.
NYSCEF DOC. NO.
NO. 67
2 RECEIVED NYSCEF:
RECEIVED NYSCEF: 06/26/2023
02/06/2023
Cesar Bertaco Bomfim signed a draft confidentiality agreement sent to Alberto from SNBNY on
August 19, 2022, in the presence of a witness located at Safra National Bank’s New York office
address. Separately, Carlos Cesar Bertaco Bomfim, in his role as a director of SNBNY, has
recently sent correspondence to Alberto using Safra National Bank’s New York business address.
42. This Court also and independently has personal jurisdiction over the Director
Defendants relating to Alberto’s claims pursuant to N.Y. CPLR § 302(a)(1) because the claims
arise out of the Director Defendants’ transaction of business in New York. SNBNY’s principal
place of business is New York, and the Director Defendants all share a New York business address.
Alberto’s claims arise from acts taken by the Director Defendants through Safra National Bank’s
New York office, in their roles as directors of SNBNY. Carlos Cesar Bertaco Bomfim also signed
Joseph Safra’s will as a witness in New York on December 5, 2019. Accordingly, the Director
Defendants were likely in New York on December 4, 2019, when they purportedly approved the
resolutions that diluted Alberto’s shareholder interest in SNBNY. They were also likely in New
York when SNBNY refused to recognize Alberto’s director appointee. The decision to deny
Alberto’s director appointment was taken by and/or with the knowledge and assistance of the
Director Defendants. In addition, the injury suffered by Alberto from SNBNY’s refusal to
recognize his director appointee occurred in New York because SNBNY’s principal place of
business is New York.
E. Jurisdiction over the Family Defendants
43. This Court has personal jurisdiction over Jacob and Vicky pursuant to N.Y. CPLR
§ 301. Jacob maintains a residence in New York and serves as the chair of Safra National Bank,
a New York bank. Vicky maintains a residence in New York where she regularly spends time.
44. This Court has personal jurisdiction over all the Family Defendants pursuant to
N.Y. CPLR § 302(a)(2) with respect to Alberto’s claims regarding his interest in SNBNY. The
-13-
13 of 50
FILED: NEW
FILED: NEW YORK
YORK COUNTY
COUNTY CLERK
CLERK 06/26/2023
02/06/2023 10:20
01:48 PM
PM INDEX NO.
INDEX NO. 650710/2023
650710/2023
NYSCEF DOC.
NYSCEF DOC. NO.
NO. 67
2 RECEIVED NYSCEF:
RECEIVED NYSCEF: 06/26/2023
02/06/2023
Family Defendants tortiously took advantage of Joseph’s deteriorated physical and mental state to
execute resolutions that diluted Alberto’s shareholder interest in SNBNY while Joseph was in New
York. Vicky was with Joseph at the time. David and Jacob were both aware of his medical
condition and were present in New York prior to
45. Even if any of the Family Defendants were not in New York when they caused
Joseph to purportedly pass resolutions diluting Alberto’s shareholder interest, pursuant to N.Y.
CPLR § 302(a)(3), this Court still has personal jurisdiction over the Family Defendants with
respect to Alberto’s claims regarding his interest in SNBNY and the rejection of his shareholder
rights because Alberto’s injury occurred in New York. SNBNY’s principal place of business is
New York, and thus Alberto’s injury – the dilution of his rightful shareholding interest and the
deprivation of his governance role in SNBNY – occurred in New York.
F. Venue
46. Venue is proper in this Court pursuant to N.Y. CPLR § 503 because SNBNY’s
principal place of business is New York, New York and the Director Defendants have business
addresses located in New York, New York. A substantial part of the events giving rise to these
claims also occurred in New York, New York.
47. Much of the evidence regarding the mental capacity of Joseph Safra during the time
period at issue resides in New York, New York, where he received medical treatment for various
of his serious medical conditions and where he had
just days after the dilutive acts. Evidence about SNBNY’s rejection of Alberto’s right to appoint
a board member and SNBNY’s unexplained write ups and write downs also reside in New York,
as SNBNY operates out of New York, New York.
-14-
14 of 50
FILED: NEW
FILED: NEW YORK
YORK COUNTY
COUNTY CLERK
CLERK 06/26/2023
02/06/2023 10:20
01:48 PM
PM INDEX NO.
INDEX NO. 650710/2023
650710/2023
NYSCEF DOC.
NYSCEF DOC. NO.
NO. 67
2 RECEIVED NYSCEF:
RECEIVED NYSCEF: 06/26/2023
02/06/2023
FACTUAL BACKGROUND
G. The Safra Family and its Businesses
48. Joseph, the late father of Alberto, was a Brazilian banker and businessman, and
head of the Safra Group. Together with Joseph’s widow, Vicky, the siblings Jacob, Esther, David,
and Alberto are joint heirs to the Safra Group assets.
49. The joint assets of the Safra Group are estimated to be worth approximately $25
billion, and the Group’s diverse portfolio consists of finance, real estate, and agricultural
businesses located across the globe, including substantial assets in New York. The Safra Group’s
key assets include:
• SNBNY: the holding company for Safra National Bank, a nationally
chartered United States bank with representative offices across Brazil,
Chile, Mexico and Panama;
• Banco Safra: one of Brazil’s largest commercial banks;
• JSI: the ultimate parent company of a number of highly valuable businesses
including Chiquita Brands International Inc. and Bank J. Safra Sarasin, a
private bank based in Switzerland; and
• Andromeda Global Strategy Fund Limited: an investment vehicle that held
assets worth billions of dollars.
50. At all material times, the shares in the Safra Group companies were ultimately
owned exclusively by the Safra family. While he was alive and of sound mind, Joseph retained
full control (whether directly or indirectly) of all decision -making power over the Safra Group
companies.
51. Given the prominence and wealth of the Safra family, and the extent of their
international interests, the family prepared a comprehensive, careful plan for Joseph’s estate,
which involved strategic and complex corporate structures. The primary intention of the estate
-15-
15 of 50
FILED: NEW
FILED: NEW YORK
YORK COUNTY
COUNTY CLERK
CLERK 06/26/2023
02/06/2023 10:20
01:48 PM
PM INDEX NO.
INDEX NO. 650710/2023
650710/2023
NYSCEF DOC.
NYSCEF DOC. NO.
NO. 67
2 RECEIVED NYSCEF:
RECEIVED NYSCEF: 06/26/2023
02/06/2023
planning was to ensure that Joseph’s wife and children would each be fairly provided for after his
death, while mitigating the risk of any intra-family disputes following Joseph’s demise.
52. Under the terms of Joseph’s careful estate plan, Class B shares of SNBNY were to
be distributed to his children in the following proportions: 28% of equity interest to each son
(Jacob, Alberto and David) and 16% to Esther (who did not play an active role in the family
businesses). All members of the Safra family understood these o wnership proportions to be an
important part of Joseph’s succession plan and understood and expected that the grants could not
be revoked.
53. Consistent with this estate planning objective, in December 2018, Joseph donated
100,000,000 Class B shares of SNBNY to his children. Following the donations, the shareholding
structure of SNBNY was as follows: (i) 613 Class A shares owned by Joseph; (ii) 28,000,000 Class
B shares owned by Alberto; (iii) 28,000,000 Class B shares owned by Jacob; (iv) 28,000,000 Class
B shares owned by David; and (v) 16,
Preview
FILED: NEW YORK COUNTY CLERK 06/26/2023 10:20 PM INDEX NO. 650710/2023 NYSCEF DOC. NO. 67 RECEIVED NYSCEF: 06/26/2023 EXHIBIT A FILED: NEW FILED: NEW YORK YORK COUNTY COUNTY CLERK CLERK 06/26/2023 02/06/2023 10:20 01:48 PM PM INDEX NO. INDEX NO. 650710/2023 650710/2023 NYSCEF DOC. NYSCEF DOC. NO. NO. 67 2 RECEIVED NYSCEF: RECEIVED NYSCEF: 06/26/2023 02/06/2023 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK ALBERTO JOSEPH SAFRA, Plaintiff, Index No.: _____________ -against- COMPLAINT SNBNY HOLDINGS LIMITED, CARLOS ALBERTO VIEIRA, CARLOS CESAR BERTACO BOMFIM, SIMONI PASSOS MORATO, VICKY SAFRA, JACOB JOSEPH SAFRA, AND DAVID JOSEPH SAFRA, Defendants. Plaintiff Alberto Joseph Safra (“Alberto”), by and through his attorneys, alleges as follows against Defendants SNBNY Holdings Limited (“SNBNY”), SNBNY directors Carlos Alberto Vieira, Carlos Cesar Bertaco Bomfim, and Simoni Passos Morato (the “Director Defendants”), and certain of Alberto’s family members: his mother, Vicky Safra (“Vicky”), and two of his siblings, Jacob Joseph Safra (“Jacob”) and David Joseph Safra (“David”) (together, the “Family Defendants”)1: PRELIMINARY STATEMENT 1. This action concerns the ownership and governance of SNBNY, an investment holding company operated out of New York, the primary purpose of which is to own and control 1 Given the common last name, Safra family members are referred to herein by their first names. 1 of 50 FILED: NEW FILED: NEW YORK YORK COUNTY COUNTY CLERK CLERK 06/26/2023 02/06/2023 10:20 01:48 PM PM INDEX NO. INDEX NO. 650710/2023 650710/2023 NYSCEF DOC. NYSCEF DOC. NO. NO. 67 2 RECEIVED NYSCEF: RECEIVED NYSCEF: 06/26/2023 02/06/2023 Safra National Bank of New York (“Safra National Bank”), a large, valuable New York bank, with more than $9 billion in assets, headquartered at 546 5 th Avenue, New York, New York. 2. Defendants have engaged in various acts of corporate malfeasance intended to harm Alberto’s valuable interests in SNBNY, including: (i) wrongfully diluting Alberto’s ownership stake while engaging in unexplained and suspicious financial and accounting maneuvers; and (ii) depriving Alberto of his governance and oversight rights over SNBNY by improperly refusing to recognize his appointed director. 3. First, Alberto’s holdings in SNBNY were improperly diluted when the late patriarch of the Safra family, Joseph Yacoub Safra (“Joseph”), 2 purported to initiate certain transactions that drastically decreased Alberto’s ownership share of SNBNY. The Family Defendants carried out these transactions, with the assistance of the Director Defendants, as part of an unlawful effort to dilute Alberto and pressure him to sell his shares in various Safra family businesses. The transactions had no legitimate economic purpose or business rationale, and they provided no benefit to SNBNY or its subsidiaries. The only effect of the transactions was to dilute Alberto’s interest in SNBNY and inflate the holdings of his brothers, David and Jacob, without them (or anyone) having invested any additional capital. Defendants engineered these transactions without proper board authority, in violation of SNBNY’s governing documents. Further, these transactions were premised on various improper accounting maneuvers. These included changing the accounting standards mid-year and massively inflating the value of SNBNY’s main subsidiary, Safra National Bank – by more than $870 million – so as to enable SNBNY to issue new shares to 2 Joseph and Vicky are the parents of Alberto and his siblings: David, Jacob, and Esther Safra Dayan (“Esther”). -2- 2 of 50 FILED: NEW FILED: NEW YORK YORK COUNTY COUNTY CLERK CLERK 06/26/2023 02/06/2023 10:20 01:48 PM PM INDEX NO. INDEX NO. 650710/2023 650710/2023 NYSCEF DOC. NYSCEF DOC. NO. NO. 67 2 RECEIVED NYSCEF: RECEIVED NYSCEF: 06/26/2023 02/06/2023 dilute Alberto, followed by substantial write downs in subsequent years that significantly reversed the earlier write up in value. 4. Despite Alberto’s reasonable attempts to obtain additional information and explanations regarding these suspect transactions, Defendants have consistently denied Alberto’s requests and have tightly restricted the disclosure of information regarding SNBNY and its subsidiaries so as to hide their conduct. 5. The Family Defendants’ acts against Alberto were planned and executed when Joseph was severely cognitively impaired and mentally incompetent to enter into the dilutive transactions. At the time, Joseph was suffering from a variety of serious medical issues. David and Jacob took advantage of Joseph’s condition to unduly influence him and to obtain his purported approval for the hostile corporate actions against Alberto. For all these reasons, and as discussed further below, Alberto’s ownership share in SNBNY should be fully restored. 6. Second, the Articles of Association of SNBNY (the “Articles”) entitle Alberto to appoint a director. SNBNY falsely contends that a pending review by the Federal Reserve Bank prevents it from recognizing Alberto’s appointment. As inquiries in New York have made clear, however, there is no regulator standing in the way of Alberto’s right to appoint a director. SNBNY’s contention is simply a pretext intended to prevent Alberto from asserting his governance rights and oversight over the operation of SNBNY and Safra National Bank. This is consistent with the pattern the Family Defendants have followed across the globe, in which they have manufactured excuses to deprive Alberto of both information and governance rights in various family businesses. Alberto is entitled to have his director appointee recognized to protect his governance and oversight interests in SNBNY. -3- 3 of 50 FILED: NEW FILED: NEW YORK YORK COUNTY COUNTY CLERK CLERK 06/26/2023 02/06/2023 10:20 01:48 PM PM INDEX NO. INDEX NO. 650710/2023 650710/2023 NYSCEF DOC. NYSCEF DOC. NO. NO. 67 2 RECEIVED NYSCEF: RECEIVED NYSCEF: 06/26/2023 02/06/2023 7. As discussed below, the conduct alleged in this action was part of an ongoing, coordinated effort by the Family Defendants to dilute Alberto’s ownership interests in businesses owned by the Safra family around the globe, for which Alberto is seeking relief in multiple jurisdictions. 8. This action concerns business interests located in New York, conduct in New York, and harm in New York. A. Defendants’ Dilution of Alberto and Refusal to Seat his Director 9. Defendants diluted Alberto’s interests in SNBNY on December 4, 2019, when several steps were purportedly taken, without Alberto’s knowledge, to significantly alter the ownership and governance of SNBNY. 10. Joseph was in New York for medical treatment that day. 11. At that time – and until his death on December 10, 2020 – Joseph held all voting rights in SNBNY, while his children held non-voting shares. Alberto, along with his brothers David and Joseph, each held 28,000,000 out of the 100,000,000 outstanding Class B shares in SNBNY, while Alberto’s sister, Esther, held 16,000,000 such shares. 12. On December 4, 2019, David and Jacob, with the knowledge of Vicky, caused SNBNY to pass a series of resolutions that could be used, together with certain necessary accounting changes and board action, to dilute Alberto’s interests. While the Family Defendants claim that Joseph passed these resolutions, he was cognitively impaired at the tim e, and either he did not in fact approve and sign them, or only did so through the Family Defendants’ undue influence. 13. The resolutions initiating these changes fundamentally altered what had been Joseph’s carefully engineered and implemented estate planning. The resolutions did not benefit -4- 4 of 50 FILED: NEW FILED: NEW YORK YORK COUNTY COUNTY CLERK CLERK 06/26/2023 02/06/2023 10:20 01:48 PM PM INDEX NO. INDEX NO. 650710/2023 650710/2023 NYSCEF DOC. NYSCEF DOC. NO. NO. 67 2 RECEIVED NYSCEF: RECEIVED NYSCEF: 06/26/2023 02/06/2023 SNBNY; instead, they were used solely to improperly dilute Alberto’s stake in SNBNY from 28% to 13.48%. The resolutions also diluted the holdings of Alberto’s sister, Esther, without any purported justification, demonstrating that David and Jacob were simply taking advantage of Joseph’s impaired condition to consolidate their holdings by pushing through changes their father would never have approved, had he been of sound mind. Ultimately, the resolutions’ sole purpose was to enable David and Jacob to illegally transfer Safra family assets to themselves. 14. However, Defendants could not have accomplished their dilution of Alberto through the purported signature of Joseph alone. Instead, Defendants’ dilution of Alberto was also based on a series of suspicious financial and accounting maneuvers. In an apparent effort to generate paper “profits” that could be used to enable the dilution transactions, Defendants caused SNBNY to write up the value of its subsidiaries by over $870,000,000 in 2019 – effectively doubling the supposed value of Safra National Bank. SNBNY then substantially wrote down that value the following year (by over $300,000,000), even though SNBNY’s primary asset, Safra National Bank, had become more profitable during that time. Further unexplained write downs followed in 2021. SNBNY’s audited financial statements and regulatory filings have not provided any rationale for these wild swings in valuation. Those disclosures have also been riddled with unexplained inconsistencies and were only released after unwarranted delays. All of this, in addition to an unexplained, mid-year change in accounting standards in 2019, suggests that Defendants engaged in financial or accounting malfeasance in support of their efforts to dilute Alberto’s holdings in SNBNY and otherwise harm his financial interests. 15. Further, the SNBNY resolutions were issued when Joseph’s health and mental condition had recently deteriorated significantly, and when he was incapable of unde rstanding, planning, or carrying out the sophisticated dilution transaction. In 2019 – especially in the latter -5- 5 of 50 FILED: NEW FILED: NEW YORK YORK COUNTY COUNTY CLERK CLERK 06/26/2023 02/06/2023 10:20 01:48 PM PM INDEX NO. INDEX NO. 650710/2023 650710/2023 NYSCEF DOC. NYSCEF DOC. NO. NO. 67 2 RECEIVED NYSCEF: RECEIVED NYSCEF: 06/26/2023 02/06/2023 half of 2019 – Joseph was battling a cascade of serious medical conditions: 16. In conjunction with their attempts to dilute Alberto’s ownership interests, Defendants also sought to deprive Alberto (or his appointed director) of governance and information rights relating to SNBNY by refusing to recognize Alberto’s appointed director. Under the Articles, Alberto is entitled to appoint one board director of SNBNY. 3 Over the last 20 months, Alberto has repeatedly sought to enforce his board appointment right. However, SNBNY and the other Defendants have denied Alberto this right. At the direction of the Family Defendants and Director Defendants, SNBNY contends that a pending review by the Federal Reserve is delaying the process of recognizing Alberto’s director appointee. However, the Federal Reserve has denied any such role and has instead confirmed that its approval is not required and that, in any event, it has no objection to the appointment by Alberto of a board director. 17. Defendants’ conduct has forced Alberto to seek relief from this New York Court to (i) set aside the improper dilutive transactions; and (ii) enforce Alberto’s right to a board seat and restore his (or his representative’s) governance and information rights. 3 New Articles of Association adopted on December 4, 2019 left unchanged Alberto’s right to appoint a director, and were it not for the improper dilution of his ownership interest, Alberto would have the right to appoint two directors, instead of just one. -6- 6 of 50 FILED: NEW FILED: NEW YORK YORK COUNTY COUNTY CLERK CLERK 06/26/2023 02/06/2023 10:20 01:48 PM PM INDEX NO. INDEX NO. 650710/2023 650710/2023 NYSCEF DOC. NYSCEF DOC. NO. NO. 67 2 RECEIVED NYSCEF: RECEIVED NYSCEF: 06/26/2023 02/06/2023 B. The Family Defendants’ Global Campaign Against Alberto 18. The disputes in this action are part of a larger dispute among the Safra family members concerning a family business empire comprising assets estimated to be worth approximately $25 billion. 19. In 2018, each of the Safra sons – Alberto, David, and Jacob – worked in Safra family businesses. Joseph had allocated each son an equal ownership share – 28% – in certain major family assets, including SNBNY. 20. From 2006 to 2019, Alberto worked at, and helped lead, Banco Safra S.A. (“Banco Safra”), one of Brazil’s largest and most successful commercial banks. When David joined Banco Safra in 2008, he sought to gain power and control over Banco Safra’s operations. David’s actions seriously undermined the working environment at Banco Safra. This led to substantial disagreements between David and Alberto about the management of Banco Safra. 21. In 2019, as Joseph’s declining health left him unable to lead Banco Safra’s management, David and Jacob used their influence to manipulate Joseph and Vicky and begin a campaign to drive Alberto out of Banco Safra. While Vicky has never been actively engaged in the management of the Safra family businesses, she exerted considerable influence over her husband, Joseph. As a result of David and Jacob’s manipulation of Joseph, while his health was declining, the conflicts in management between David and Alberto became untenable and eventually diminished Alberto’s management powers at Banco Safra. For these reasons, Alberto left the management of Banco Safra and decided to devote himself to his personal projects. As one of these projects, Alberto founded ASA Investments, a multi-strategy asset management firm with offices in São Paulo and New York. 22. Jacob and David capitalized on the opportunity to distance Alberto from the family’s companies while increasing their share of the Safra family assets. -7- 7 of 50 FILED: NEW FILED: NEW YORK YORK COUNTY COUNTY CLERK CLERK 06/26/2023 02/06/2023 10:20 01:48 PM PM INDEX NO. INDEX NO. 650710/2023 650710/2023 NYSCEF DOC. NYSCEF DOC. NO. NO. 67 2 RECEIVED NYSCEF: RECEIVED NYSCEF: 06/26/2023 02/06/2023 23. In 2019, over the course of just a few weeks, the Family Defendants took advantage of Joseph’s declining mental and physical health to defy his carefully drawn estate planning intentions by reducing Alberto’s share of Joseph’s estate, across multiple global assets. In a concerted effort to harm Alberto and take a larger portion of Joseph’s holdings for themselves, the Family Defendants influenced a weakened Joseph to (1) pass resolutions diluting Alberto’s shareholder interest in two of the Safra Group’s key assets: SNBNY and JS International Holding Limited (“JSI”); and (2) dissolve an investment fund worth billions of dollars, in which Alberto had a significant interest: Andromeda Global Strategy Fund Limited. The Family Defendants also influenced Joseph to execute new wills concerning assets in various countries, causing a drastic reduction in Alberto’s inheritance, as he was excluded from such wills, in whole or in part. This was contrary to Joseph’s actual, carefully conceived estate plan. Many of these acts also reduced Esther’s holdings in the family businesses, to Jacob and David’s benefit. That those efforts were undertaken against Esther without the pretextual excuse used against Alberto – that he had acted against the family businesses – shows that the campaign directed by David and Jacob was nothing more than a brazen attempt to seize a greater share of their father’s estate as his health was failing, in direct contravention of Joseph’s intent and the documents Joseph executed when he was of sound mind. 24. In order to obscure the extent of Joseph’s decline, the Family Defendants also impeded Alberto’s access to information related to Joseph’s medical condition. Starting in early 2018, the Safra family had communicated through electronic chat message groups on the WhatsApp platform to share information regarding Joseph’s health condition. By mid -December of 2019, however, the Family Defendants ceased such communications with Alberto. And in -8- 8 of 50 FILED: NEW FILED: NEW YORK YORK COUNTY COUNTY CLERK CLERK 06/26/2023 02/06/2023 10:20 01:48 PM PM INDEX NO. INDEX NO. 650710/2023 650710/2023 NYSCEF DOC. NYSCEF DOC. NO. NO. 67 2 RECEIVED NYSCEF: RECEIVED NYSCEF: 06/26/2023 02/06/2023 January of 2020, the Family Defendants created a separate electronic chat message group in order to exclude Alberto from discussions about Joseph’s health and treatment. 25. Joseph passed away on December 10, 2020, and his wills are being administered in Switzerland. 26. Following Joseph’s death, the Family Defendants have continued to take actions to harm Alberto’s interest in various Safra Group companies. Like their actions with respect to SNBNY, the Family Defendants have refused to seat Alberto’s director to JSI’s board. They are attempting to dilute Alberto’s interest and remove his right to appoint a director at Banco Safra. They have applied financial pressure on Alberto by wrongfully retaining profits at various Safra Group companies, which should instead be distributed as dividends. And across the Safra family businesses, they have restricted the flow of information available to Alberto, both by limiting or delaying public disclosures and financial filings, and by flatly refusing to recognize his governance and information rights in order to conceal their improper actions. 27. Due to the global nature of the Safra family assets, disputes regarding the Family Defendants’ ongoing efforts to harm Alberto’s interest in Safra family businesses are pending in various international forums. 28. Currently, there are ongoing proceedings regarding Joseph’s estate and Alberto’s dilution in Switzerland and London. This Complaint, however, focuses solely on the Defendants’ actions relating to SNBNY and Safra National Bank, and the series of transfers, events, and injuries that occurred in New York. 4 4 The parties have agreed, after SNBNY objected to jurisdiction, that claims regarding SNBNY that were originally brought in a London-based arbitration will be withdrawn from that proceeding. -9- 9 of 50 FILED: NEW FILED: NEW YORK YORK COUNTY COUNTY CLERK CLERK 06/26/2023 02/06/2023 10:20 01:48 PM PM INDEX NO. INDEX NO. 650710/2023 650710/2023 NYSCEF DOC. NYSCEF DOC. NO. NO. 67 2 RECEIVED NYSCEF: RECEIVED NYSCEF: 06/26/2023 02/06/2023 PARTIES 29. Plaintiff Alberto Joseph Safra is a citizen of Brazil, Greece, and Spain and a significant shareholder of SNBNY. He maintains a business address in New York, New York. 30. Defendant SNBNY is a company incorporated under the laws of Gibraltar, with a registered address at 57/63 Line Wall Road, GX11 1AA, Gibraltar. SNBNY is an investment holding company with its principal place of business in New York. Its directors maintain a business address at 546 5 th Avenue, New York, NY, 10036, the same address as the headquarters of Safra National Bank. 31. Non-party Safra National Bank is a nationally chartered United States bank based in New York, with its headquarters located at 546 5 th Avenue, New York, NY 10036. It shares two common directors with SNBNY and is regulated by the United States Office of the Comptroller of the Currency. 32. Defendant Carlos Alberto Vieira is a director of SNBNY and Safra National Bank, with a business address at 546 5 th Avenue, New York, NY, 10036, the same address as Safra National Bank. 33. Defendant Carlos Cesar Bertaco Bomfim is a director of SNBNY, with a business address at 546 5 th Avenue, New York, NY, 10036, the same address as Safra National Bank. He has a residence in Millburn, New Jersey. 34. Defendant Simoni Passos Morato is a director of SNBNY and CEO of Safra National Bank, with a business address at 546 5 th Avenue, New York, NY, 10036, the same address as Safra National Bank. She has a residence in Bronxville, NY. 35. Defendant Vicky Safra is a citizen of Brazil, Greece, and Spain and is a shareholder of SNBNY. She has residences in Valais, Switzerland and New York, NY. -10- 10 of 50 FILED: NEW FILED: NEW YORK YORK COUNTY COUNTY CLERK CLERK 06/26/2023 02/06/2023 10:20 01:48 PM PM INDEX NO. INDEX NO. 650710/2023 650710/2023 NYSCEF DOC. NYSCEF DOC. NO. NO. 67 2 RECEIVED NYSCEF: RECEIVED NYSCEF: 06/26/2023 02/06/2023 36. Defendant Jacob Joseph Safra is a citizen of Brazil, Greece, and Spain, is a shareholder of SNBNY, and serves as the chair of Safra National Bank. He has residences in Geneva, Switzerland and New York, NY. 37. Defendant David Joseph Safra is a citizen of Brazil, Greece, and Spain and is a shareholder of SNBNY. He has a residence in São Paulo, Brazil. JURISDICTION AND VENUE C. Jurisdiction over Defendant SNBNY 38. This Court has personal jurisdiction over Defendant SNBNY pursuant to N.Y. CPLR § 301 because New York is SNBNY’s principal place of business. Although incorporated in Gibraltar, SNBNY is a holding company that operates through Safra National Bank, a New York based bank. 39. Additionally, SNBNY has extensive contacts with New York and limited contacts with Gibraltar. SNBNY’s principal purpose is investing in the common stock of Safra National Bank, through which it derives almost all of its revenue. As a bank holding company, SNBNY is subject to regulation by the Federal Reserve and must file various reports with the Federal Reserve. All three of SNBNY’s directors have a business office located in the Safra National Bank headquarters in New York City. Notably, no SNBNY director lives or maintains a business address in Gibraltar. SNBNY owns one subsidiary, Safra New York Corp., a Delaware Corporation whose principal place of business is New York. Safra New York Corp., in turn, owns four US subsidiaries, including Safra National Bank. Accordingly, although incorporated in Gibraltar, SNBNY is, in fact, managed and operated in New York. Given SNBNY’s strong and almost exclusive connections to New York, SNBNY should be considered “at home” in New York and subject to jurisdiction in connection with any claim brought against it. -11- 11 of 50 FILED: NEW FILED: NEW YORK YORK COUNTY COUNTY CLERK CLERK 06/26/2023 02/06/2023 10:20 01:48 PM PM INDEX NO. INDEX NO. 650710/2023 650710/2023 NYSCEF DOC. NYSCEF DOC. NO. NO. 67 2 RECEIVED NYSCEF: RECEIVED NYSCEF: 06/26/2023 02/06/2023 40. This Court also and independently has specific jurisdiction over SNBNY for Alberto’s claims pursuant to N.Y. CPLR § 302(a)(1) because the claims arise out of SNBNY’s transaction of business in New York. SNBNY conducts nearly all of its business through Safra National Bank, a New York-based subsidiary. The alterations to SNBNY’s capital structure were initiated through shareholder resolutions executed by Joseph while he was in New York and were purportedly overseen by the Director Defendants, who conduct busin ess out of Safra National Bank’s New York office. Joseph and Vicky were in New York at the time the shareholder resolutions were executed, and Joseph was in New York when he was unduly coerced by Vicky and their sons David and Jacob to execute the shareho lder resolutions. Because SNBNY’s directors work out of Safra National Bank’s New York office, their refusal to recognize Alberto’s director appointee also originated in New York. Further, SNBNY’s interactions with the Federal Reserve, which SNBNY contends form the basis for its refusal to recognize Alberto’s director appointee, occurred in New York. D. Jurisdiction over the Director Defendants 41. This Court has personal jurisdiction over the Director Defendants pursuant to N.Y. CPLR § 301 because they work and/or reside in New York. Two of the Director Defendants, Simoni Passos Morato and Carlos Alberto Vieira, maintain residences in New York. SNBNY’s Form of Annual Return lists Simoni Passos Morato’s address in Bronxville, New York. Carlos Alberto Vieira also maintains a residence in New York. All three of the Director Defendants work in New York. SNBNY’s response to Alberto’s request for arbitration in a separate London arbitration among the parties lists Safra National Bank’s New York office address, 546 5 th Avenue, New York, NY, 10036, as the contact address for all three Director Defendants. Simoni Passos Morato also serves as CEO of Safra National Bank. As further evidence that the Director Defendants work in Safra National Bank’s New York of fice, Simoni Passos Morato and Carlos -12- 12 of 50 FILED: NEW FILED: NEW YORK YORK COUNTY COUNTY CLERK CLERK 06/26/2023 02/06/2023 10:20 01:48 PM PM INDEX NO. INDEX NO. 650710/2023 650710/2023 NYSCEF DOC. NYSCEF DOC. NO. NO. 67 2 RECEIVED NYSCEF: RECEIVED NYSCEF: 06/26/2023 02/06/2023 Cesar Bertaco Bomfim signed a draft confidentiality agreement sent to Alberto from SNBNY on August 19, 2022, in the presence of a witness located at Safra National Bank’s New York office address. Separately, Carlos Cesar Bertaco Bomfim, in his role as a director of SNBNY, has recently sent correspondence to Alberto using Safra National Bank’s New York business address. 42. This Court also and independently has personal jurisdiction over the Director Defendants relating to Alberto’s claims pursuant to N.Y. CPLR § 302(a)(1) because the claims arise out of the Director Defendants’ transaction of business in New York. SNBNY’s principal place of business is New York, and the Director Defendants all share a New York business address. Alberto’s claims arise from acts taken by the Director Defendants through Safra National Bank’s New York office, in their roles as directors of SNBNY. Carlos Cesar Bertaco Bomfim also signed Joseph Safra’s will as a witness in New York on December 5, 2019. Accordingly, the Director Defendants were likely in New York on December 4, 2019, when they purportedly approved the resolutions that diluted Alberto’s shareholder interest in SNBNY. They were also likely in New York when SNBNY refused to recognize Alberto’s director appointee. The decision to deny Alberto’s director appointment was taken by and/or with the knowledge and assistance of the Director Defendants. In addition, the injury suffered by Alberto from SNBNY’s refusal to recognize his director appointee occurred in New York because SNBNY’s principal place of business is New York. E. Jurisdiction over the Family Defendants 43. This Court has personal jurisdiction over Jacob and Vicky pursuant to N.Y. CPLR § 301. Jacob maintains a residence in New York and serves as the chair of Safra National Bank, a New York bank. Vicky maintains a residence in New York where she regularly spends time. 44. This Court has personal jurisdiction over all the Family Defendants pursuant to N.Y. CPLR § 302(a)(2) with respect to Alberto’s claims regarding his interest in SNBNY. The -13- 13 of 50 FILED: NEW FILED: NEW YORK YORK COUNTY COUNTY CLERK CLERK 06/26/2023 02/06/2023 10:20 01:48 PM PM INDEX NO. INDEX NO. 650710/2023 650710/2023 NYSCEF DOC. NYSCEF DOC. NO. NO. 67 2 RECEIVED NYSCEF: RECEIVED NYSCEF: 06/26/2023 02/06/2023 Family Defendants tortiously took advantage of Joseph’s deteriorated physical and mental state to execute resolutions that diluted Alberto’s shareholder interest in SNBNY while Joseph was in New York. Vicky was with Joseph at the time. David and Jacob were both aware of his medical condition and were present in New York prior to 45. Even if any of the Family Defendants were not in New York when they caused Joseph to purportedly pass resolutions diluting Alberto’s shareholder interest, pursuant to N.Y. CPLR § 302(a)(3), this Court still has personal jurisdiction over the Family Defendants with respect to Alberto’s claims regarding his interest in SNBNY and the rejection of his shareholder rights because Alberto’s injury occurred in New York. SNBNY’s principal place of business is New York, and thus Alberto’s injury – the dilution of his rightful shareholding interest and the deprivation of his governance role in SNBNY – occurred in New York. F. Venue 46. Venue is proper in this Court pursuant to N.Y. CPLR § 503 because SNBNY’s principal place of business is New York, New York and the Director Defendants have business addresses located in New York, New York. A substantial part of the events giving rise to these claims also occurred in New York, New York. 47. Much of the evidence regarding the mental capacity of Joseph Safra during the time period at issue resides in New York, New York, where he received medical treatment for various of his serious medical conditions and where he had just days after the dilutive acts. Evidence about SNBNY’s rejection of Alberto’s right to appoint a board member and SNBNY’s unexplained write ups and write downs also reside in New York, as SNBNY operates out of New York, New York. -14- 14 of 50 FILED: NEW FILED: NEW YORK YORK COUNTY COUNTY CLERK CLERK 06/26/2023 02/06/2023 10:20 01:48 PM PM INDEX NO. INDEX NO. 650710/2023 650710/2023 NYSCEF DOC. NYSCEF DOC. NO. NO. 67 2 RECEIVED NYSCEF: RECEIVED NYSCEF: 06/26/2023 02/06/2023 FACTUAL BACKGROUND G. The Safra Family and its Businesses 48. Joseph, the late father of Alberto, was a Brazilian banker and businessman, and head of the Safra Group. Together with Joseph’s widow, Vicky, the siblings Jacob, Esther, David, and Alberto are joint heirs to the Safra Group assets. 49. The joint assets of the Safra Group are estimated to be worth approximately $25 billion, and the Group’s diverse portfolio consists of finance, real estate, and agricultural businesses located across the globe, including substantial assets in New York. The Safra Group’s key assets include: • SNBNY: the holding company for Safra National Bank, a nationally chartered United States bank with representative offices across Brazil, Chile, Mexico and Panama; • Banco Safra: one of Brazil’s largest commercial banks; • JSI: the ultimate parent company of a number of highly valuable businesses including Chiquita Brands International Inc. and Bank J. Safra Sarasin, a private bank based in Switzerland; and • Andromeda Global Strategy Fund Limited: an investment vehicle that held assets worth billions of dollars. 50. At all material times, the shares in the Safra Group companies were ultimately owned exclusively by the Safra family. While he was alive and of sound mind, Joseph retained full control (whether directly or indirectly) of all decision -making power over the Safra Group companies. 51. Given the prominence and wealth of the Safra family, and the extent of their international interests, the family prepared a comprehensive, careful plan for Joseph’s estate, which involved strategic and complex corporate structures. The primary intention of the estate -15- 15 of 50 FILED: NEW FILED: NEW YORK YORK COUNTY COUNTY CLERK CLERK 06/26/2023 02/06/2023 10:20 01:48 PM PM INDEX NO. INDEX NO. 650710/2023 650710/2023 NYSCEF DOC. NYSCEF DOC. NO. NO. 67 2 RECEIVED NYSCEF: RECEIVED NYSCEF: 06/26/2023 02/06/2023 planning was to ensure that Joseph’s wife and children would each be fairly provided for after his death, while mitigating the risk of any intra-family disputes following Joseph’s demise. 52. Under the terms of Joseph’s careful estate plan, Class B shares of SNBNY were to be distributed to his children in the following proportions: 28% of equity interest to each son (Jacob, Alberto and David) and 16% to Esther (who did not play an active role in the family businesses). All members of the Safra family understood these o wnership proportions to be an important part of Joseph’s succession plan and understood and expected that the grants could not be revoked. 53. Consistent with this estate planning objective, in December 2018, Joseph donated 100,000,000 Class B shares of SNBNY to his children. Following the donations, the shareholding structure of SNBNY was as follows: (i) 613 Class A shares owned by Joseph; (ii) 28,000,000 Class B shares owned by Alberto; (iii) 28,000,000 Class B shares owned by Jacob; (iv) 28,000,000 Class B shares owned by David; and (v) 16,