ATP Marin, Inc., a Delaware Corporation v. Sentinel Global Partners USA, Inc., a Delaware Corporation

── ATP Marin, Inc., a Delaware Corporation v. Sentinel Global Partners USA, Inc., a Delaware Corporation ── Court: Court of Chancery of Delaware Date: May 07, 2026 Category: General IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE ATP MARIN, INC., a Delaware ) Corporation, ) ) Plaintiff/Counterclaim ) Defendant, ) ) v. ) C.A. No. 2023-0415-BWD ) SENTINEL GLOBAL PARTNERS ) USA, INC., a Delaware Corporation, ) ) Defendant/Counterclaim ) Plaintiff. ) POST-TRIAL MEMORANDUM OPINION Date Submitted: April 27, 2026 Date Decided: May 7, 2026 Zhun Lu, RIMON P.C., Newark, DE; OF COUNSEL: Akin Alcitepe, RIMON P.C., Washington, D.C.; Attorneys for Plaintiff/Counterclaim Defendant ATP Marin, Inc. J. Jackson Shrum, JACK SHRUM, P.A., Wilmington, DE; Attorneys for Defendant/Counterclaim Plaintiff Sentinel Global Partners USA, Inc. DAVID, V.C.  This is an action to quiet title to three yachts that are currently drydocked at a marina in Aydin, Turkey. Prior to August 2016, the yachts were owned by the plaintiff, ATP Marin, Inc. (“ATP” or “Plaintiff”), a Delaware corporation in which a Turkish entity, Koza Ipek Holding, A.S. (“Koza Holding”), owned a 97% interest. Koza Holding, in turn, was owned and controlled by nonparty Hamdi Akin Ipek (“Ipek”) and members of his family. In October 2015, a Turkish criminal court determined that Ipek had laundered money obtained from criminal activities involving a terrorist organization, and appointed trustees to take control of certain affiliated companies, including Koza Holding. In August 2016, Ipek, acting on behalf of ATP, signed bills of sale transferring the yachts to a newly created entity, the defendant here, Sentinel Global Partners USA, Inc. (“Sentinel” or “Defendant”). After a one-day trial, I conclude that the transfer of the yachts to Sentinel was invalid under Section 271 of the Delaware General Corporation Law and must be rescinded. When the transfers occurred, the yachts were ATP’s only assets; under Section 271, therefore, approval of ATP’s majority owner, Koza Holding, was required to effectuate the sales. The trustees in control of Koza Holding were never notified of, and thus did not approve, the transfer. 1  Equitable rescission provides the appropriate remedy. Returning to the status quo ante is feasible because the yachts remain in Turkey within the physical control of the trustees. Judgment is entered for Plaintiff. I. BACKGROUND The following facts are as the Court finds them following a one-day trial held on March 16, 2026.1 A. Koza Holding, Ipek, And ATP Koza Holding is a Turkish holding company based in Ankara, Turkey.2 Prior to 2015, Koza Holding was owned and controlled by Ipek and members of his family.3 Koza Holding owns 97% of the outstanding shares of ATP, a Delaware corporation.4 Ipek served as a director of Koza Holding until September 2016, and as the sole director and President of ATP until October 2020.5 Prior to August 2016, ATP’s sole assets were three yachts called “M/Y İpek,” “Angel’s One,” and “Angel’s Three” (together, the “Yachts”).6 The Yachts are 1 The Stipulation and Pre-Trial Order is cited as “PTO ¶ __”. Dkt. 104. Trial testimony is cited as “Tr. (Witness) at __”. Dkt. 123. Joint trial exhibits are cited as “JX __”. Dkt. 96. At trial, the parties presented several joint exhibits that were translated into English from Turkish; the accuracy of such translations has not been questioned. 2 PTO ¶ 4. 3 Tr. (Sirin) at 12:16–21, 27:11–17. 4 PTO ¶ 4; JX 13. 5 PTO ¶ 8; JX 22 [hereinafter Beyaz Dep.] at 47:18–24; JX 23, Resp. 8. 6 PTO ¶ 6; JX 17 (photographs