Corporate governance
Reinstatement of the board and chairman
Led by its Chairman, Eduardo Albor, the Board of Directors resumes its operational and corporate governance functions, backed by over 25 years of industry expertise.
The Dolphin Case
The story behind an illegal takeover
Case timeline: Eduardo Albor’s defense
Growth & Financing
1994 – 2022-
1994
Eduardo Albor founds The Dolphin Company.
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Oct 2015
Secures an initial $115M Note Purchase Agreement (NPA) with M&G Capital and Fortress.
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Apr 2019
Closes a $100M refinancing facility with Prudential (75%) and Cigna (25%), maturing in 2026.
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Mar–Jun 2020
Navigates the impact of COVID-19: partners inject $2M in personal capital, and creditors extend financing by an additional $8M.
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Jun 27, 2022
Secures a $75M capital infusion from Sculptor Capital, closing the year with a record $36M EBITDA.
Insolvency proceedings & The takeover
Dec 2024 – Mar 2025-
Dec 30, 2024
Eduardo Albor formally files for insolvency proceedings in Mexico.
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Jan 28, 2025
The federal court admits the insolvency petition and grants injunctive relief, ensuring Albor retains management control and staying all debt collection efforts.
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Mar 16, 2025
Wilmington Trust’s formal resignation as Collateral Agent takes effect.
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Mar 28, 2025
In defiance of court injunctions and its prior resignation, Wilmington Trust representatives convene shareholder meetings to oust Albor. Notary Public 142 subsequently registers seven legal instruments in SIGER (Mexico's Public Registry of Commerce) within just 24 seconds.
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Mar 31, 2025
The newly imposed management seizes control of corporate bank accounts.
Legal escalation & Consequences
Apr – Nov 2025-
Apr 16, 2025
The imposed management files for Chapter 11 bankruptcy in Delaware without securing the requisite board majority or notifying Mexican authorities.
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May 28, 2025
Samira the dolphin dies after ingesting a nail, a direct result of essential maintenance funds being frozen.
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Oct 2025
Eduardo Albor is arrested in Cancun based on allegations by the opposing party, only to be released six days later due to a lack of evidence.
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Nov 12–13, 2025
Criminal charges are formally brought against Notary Public 142 in Quintana Roo, and potential tax fraud is reported to the SAT (Mexican Tax Authority).
Legal restoration & Hearings
Mar – Aug 2026-
Mar 31, 2026
Mexico’s Eighth Collegiate Circuit Court orders the reopening of insolvency proceedings to review the validity of the March 2025 takeover.
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Jul 20–21, 2026
Judge Laurie Selber Silverstein presides over a crucial two-day evidentiary hearing to thoroughly examine the corporate governance dispute and the motion to dismiss filed by Eduardo Albor.
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Jul 24, 2026
The Debtors-in-Possession (DIP) file a motion before the Delaware Bankruptcy Court seeking authorization for the private sale of the majority of their Mexican marine parks and assets to the specialized firm Delphinus Blue Planet, S.A.P.I. de C.V.
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Jul 27, 2026
Mexico’s Eighth Collegiate Circuit Court formally admits the direct amparo lawsuit (constitutional rights protection claim) filed by Controladora Dolphin’s legitimate representation.
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Aug 4, 2026
Judge Laurie Selber Silverstein issues a final ruling comprehensively denying the motion to dismiss or stay the Chapter 11 proceedings filed by Eduardo Albor.
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Aug 13, 2026
Judge Laurie Selber Silverstein signs an order formally extending the exclusivity period under Section 1121(d) of the Bankruptcy Code to propose and solicit votes on restructuring or liquidation plans.
Judicial ruling reinstates original management body
The Mexican court has definitively revoked all legal recognition of the temporary sole administration, the Chief Restructuring Officer (CRO), and the legal proxies of foreign creditors. With external management stripped of its authority, the legal framework mandates the automatic reinstatement of the Board of Directors.
Legal strategy
International offensive in Mexico & Delaware
In the coming weeks, specific legal liabilities will be established to reinforce insolvency proceedings in Mexico while actively advancing defensive actions before the Delaware Bankruptcy Court in the United States.
Ethical commitment
Biota and habitat protection
Transcending standard financial metrics, our utmost priority is ensuring that specialized care for the biological assets remains under the stewardship of professional teams with 30 years of hands-on experience.
The legal facts
The position and evidence presented by Eduardo Albor’s defense.
Fundamental invalidity & contempt
The administrative takeover process began with a critical inconsistency: a notice of default dated March 27, 2025, purportedly issued on behalf of Wilmington Trust. Its validity is fundamentally flawed due to direct contradictions in the representation timeline:
- The notice was issued 30 days after Wilmington Trust submitted its formal resignation as fiduciary agent (February 24, 2025).
- The document is dated 13 days after Wilmington Trust contractually transferred its rights to GLAS Americas (March 14, 2025).
Untimely notices
Physical delivery of the communication experienced highly irregular delays compared to standard corporate practice. Although the notice is dated March 27, 2025:
The document was not received at operational headquarters in Cancun until May 13, resulting in a 43-day delay.
During this timeframe, shareholder meetings and corporate restructurings were carried out unbeknownst to incumbent management, completely precluding their ability to mount a defense.
United States takeover
The Chapter 11 filing in Delaware and the ensuing change in control were executed while circumventing The Dolphin Company’s fundamental corporate requirements.
Corporate bylaws mandate a 75% supermajority vote by the Board of Directors to authorize structural changes to the Delaware holding companies (TDC Holdings LLC and Leisure Investment Holdings LLC).
The creditors proceeded without securing this statutory quorum and without the signature of principal shareholder and Chairman of the Board, Eduardo Albor.
Takeover in Mexico
On March 28, 2025, legal proxies from CiBanco and allegedly Wilmington Trust (an entity that had resigned a month prior) held purported shareholder meetings and resolutions (RUAs).
These actions violated existing contracts and the commitment not to exercise corporate rights without prior notice of default or a reasonable cure period.
The minutes were notarized that same afternoon in Mexico City (over 1,600 km from Cancun) and registered in SIGER in just 24 seconds.
Recap of events
In early 2025, the company was undergoing financial restructuring under the protection of insolvency proceedings (concurso mercantil) in accordance with Mexican law.
The company did not collapse due to operational mismanagement prior to the conflict.
The Collegiate Circuit Court and forensic audits demonstrated that the company was fully viable and generated robust cash flows. The ousting of the Board was not the result of business failure, but rather an orchestrated strategy of induced external asphyxiation.
Under Eduardo Albor’s leadership, the company experienced 25 years of uninterrupted growth, expanding operations across eight countries. In 2022, it closed with a record EBITDA of $36 million, validated by EY external audits.
The default was not a result of partners evading their responsibilities.
The Mexican judiciary recognized that the company legitimately filed for insolvency proceedings to protect national heritage assets (the biota) in the face of an unforeseeable external economic shock. Consequently, the court ordered a stay on past-due debt payments to prioritize ongoing operations.
It is a matter of record that the variable SOFR rate spiked by 1,500% (exceeding 5.3%) and the U.S. dollar suffered a historic depreciation, falling below $18 MXN. Despite this financial stranglehold—which resulted in over $20 million in drained cash—Eduardo Albor and his partners injected $2 million in personal capital to ensure animal welfare and sustain operations.
The takeover was not the result of a lawful corporate restructuring.
The judicial ruling struck down this maneuver by confirming a direct contempt of active federal injunctive relief. By establishing that the March 28, 2025 meetings were illegal and that Notary Public 142 faces criminal charges for forgery, all subsequent actions—including the Chapter 11 filing—lack original legal validity.
The funds utilized Wilmington Trust after the agent had already formally resigned (March 16, 2025) and resorted to Notary Public 142 in Mexico City (CDMX) to simulate meetings in Cancun while operating 1,600 km away.
No. Historical financial statements demonstrate flawless institutional stability. Under Eduardo Albor’s leadership, the company experienced over 25 years of uninterrupted growth, expanding operations across eight countries. A testament to this excellence is the record EBITDA of $36 million achieved in 2022, backed by audited statements from EY. Financial strain stemmed from an unexpected spike in interest rates coupled with adverse foreign exchange dynamics—specifically, the U.S. dollar depreciating by over 10% against the Mexican peso. This severely depleted available cash flow, jeopardizing the company's ongoing operations.
Negotiations broke down when Prudential and Cigna abandoned financial dialogue in favor of a hostile administrative seizure. On October 30, 2024, they issued an uncompromising demand for the immediate ouster of Eduardo Albor as CEO and the complete handover of operational control by November 13. Upon refusal, they threatened the Board of Directors with personal lawsuits for alleged breach of fiduciary duty. The Board unanimously rejected this coercion to prevent the group's liquidation and, as a defensive measure to protect the company within a neutral legal framework, formally filed for insolvency proceedings in Mexico on December 30, 2024.
Eduardo Albor and the original Board of Directors are waging a steadfast legal battle against an imposed management that entirely lacks legitimate shareholder support. Although the Delaware Bankruptcy Court ruled to temporarily uphold Chapter 11 proceedings and scheduled a hearing for October 2026, Albor’s defense has firmly demonstrated that the actions of this imposed administration infringe upon Mexico’s judicial sovereignty. The overarching legal strategy focuses squarely on safeguarding corporate assets and preventing an adverse restructuring plan from unjustly stripping legitimate shareholders of their equity.
This ruling carries three definitive implications that completely dismantle the creditors' strategy:
- Reinstatement of Insolvency Proceedings: The Mexican insolvency process (Concurso Mercantil 1/2025) is fully reactivated.
- Enforcement of Injunctive Relief: Protective orders issued in January 2025 are restored to full force and effect, explicitly prohibiting foreclosure on collateral or alterations to legitimate management.
- Nullification of Prior Actions: Having determined that individuals who petitioned to dismiss proceedings lacked legal standing, all actions executed by the imposed management are deemed fundamentally null and void from inception.
