(Photo courtesy of KTOO)
The Alaska Supreme Court heard oral argument Thursday for a lawsuit against Cape Fox Corporation, a Ketchikan-based Alaska Native Corporation. Bryan Perez, a Cape Fox director and shareholder, filed the suit in 2024. Superior Court Judge Katherine Lybrand dismissed Perez’s claims last year.
Perez filed the suit claiming Cape Fox directors failed to follow bylaws and election rules. He claims that bylaws were violated when the corporation failed to disqualify director candidates in a 2022 election for containing false or incomplete information.
Perez completed and submitted a shareholder petition to recount election results. The shareholders Perez called into question were not elected, but he wants the board of directors to be held accountable for failing to disqualify them — specifically one who he says lied in his nomination packet by failing to disclose criminal history.
“They should have disqualified him at that time, but they failed,” Perez said. “If they had disqualified him, it’s possible that those other votes that he got could have went to somebody else. So it’s still not mute for the mere fact of we’re holding the board of directors liable.”
Perez also claims that the Board of Directors failed to act on submitted shareholder petitions. Those petitions had over ten percent support, which is required to warrant a shareholder meeting, according to both parties.
Matt Findley, an attorney representing Cape Fox, said that Perez has a fundamental misunderstanding of Cape Fox’s governance structure. He asserted that his main complaint is that he didn’t get what he was asking for.
“There is no guarantee that a shareholder meeting will go the way you want to go, and there is no guarantee that you get a vote. It just simply means you get to have a meeting. And he got that meeting,” Findley said.
The Supreme Court will issue a written decision on the case at a later date.
