Metropolitan International Holdings Faces Lawsuit Over Alleged Fraudulent Share Transaction in Kenya
Metropolitan International Holdings (MIH), a subsidiary of Johannesburg Stock Exchange-listed Momentum Group, is embroiled in a high-stakes legal battle in Kenya. The company is accused of fraudulently transferring shares in Cannon Assurance Ltd., a long-standing Kenyan insurance firm.
The lawsuit, filed by the estate of the late Inderjit Talwar and his son, Vishisht Talwar, alleges that MIH bypassed key contractual conditions when selling its shares to businessman Desterio Oyatsi and his associated entities. The dispute traces back to a 2014 acquisition, during which MIH agreed to transfer certain Cannon Assurance properties to the Talwar family as a dividend in specie—a form of non-cash compensation.
However, tensions escalated over corporate governance and shareholder control, particularly regarding Oyatsi’s role in holding shares in trust. By 2021, both MIH and the Talwar estate sought to exit the company, each negotiating separate Share Purchase Agreements (SPAs).
The lawsuit claims MIH improperly proceeded with its sale to Oyatsi’s companies—Goodison Twenty-Five Ltd., Gareto Investment Trust Ltd., and Golum Investment Trust—while neglecting to fulfill the Talwar family’s agreements.
In a statement, MIH acknowledged the lawsuit but refrained from providing further details. “We are aware of the pending case and are responding appropriately to the legal process; we will therefore not be commenting further at this time,” the company said.
A spokesperson for the Talwar estate criticized MIH’s handling of the matter, highlighting its lack of engagement in dispute resolution. “Momentum Group’s unwillingness to resolve the issue amicably has left us with no choice but to seek legal redress. Given that Momentum is a publicly traded company, it is surprising that it has allowed the situation to persist,” the spokesperson stated.
Complicating the matter further, Oyatsi has filed a counter-lawsuit against Vishisht Talwar in Kenya’s Environment and Land Court. The case challenges the validity of the 2014 property transfers, alleging they were fraudulent. The Talwar family, however, maintains that these transfers were legally binding and approved by MIH at the time.
“This lawsuit is about more than ownership—it’s about corporate accountability,” the Talwar estate’s spokesperson added. “MIH’s decision to proceed with its share sale while leaving our agreements unfulfilled is the core of this dispute. We are seeking rightful compensation for the unlawful transfer of our shares.”
The case has sparked concerns over corporate governance in Kenya’s financial sector, with industry observers questioning the regulatory oversight that permitted such a dispute to escalate. As one of the region’s most closely watched corporate legal battles, the outcome of this case could set a significant precedent for shareholder rights and corporate transactions in Kenya.
For updates on this developing story, stay tuned to Efficacy News.
