Activist investor challenges board actions, citing shareholder rights and concerns over BNB-focused digital asset plans
YZi Labs, an investment firm backed by Changpeng “CZ” Zhao, has intensified its challenge against CEA Industries, raising objections to newly adopted corporate defenses and governance changes. The dispute centers on shareholder rights, board accountability, and the company’s stated commitment to a BNB-based digital asset treasury.
Opposition to Poison Pill and Bylaw Changes
YZi Labs has formally criticized CEA’s adoption of a stockholder rights plan, commonly known as a poison pill, along with amendments to company bylaws. According to YZi, these measures are stockholder-unfriendly and go beyond what is required under Nevada law. The firm argues that the changes restrict shareholders’ ability to act by written consent and may expose the board to fiduciary duty risks.
As part of its campaign, YZi is pursuing a consent solicitation aimed at expanding CEA’s board and electing a new slate of directors. The firm has also criticized CEA for not holding its 2025 annual meeting by the customary December timeline, calling the meeting a critical forum for shareholder decision-making.
Disagreement Over BNB Treasury Strategy
YZi also disputes CEA’s claim that it has never considered alternative tokens to BNB for its digital asset treasury. The firm points to alleged public remarks by CEA’s leadership referencing other crypto assets, raising concerns about strategic alignment and long-term commitment to the BNB ecosystem.
CEA maintains that its actions are intended to protect long-term shareholder value and reiterates its stated focus on a BNB-centered treasury, while welcoming shareholder engagement amid growing activist pressure.
Disclaimer
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