The Castel Family Voted Out the CEO Three Times and He Is Still There

Grégory Clerc has been barred by court order from presenting himself as a director of Investment Beverage Business Management since 9 February 2026.¹ He continues to present himself as chief executive of the Castel group, which is a different job at a different company, and the order does not reach it.

That sentence is the whole problem. Castel is a privately held wine, beer, and agribusiness group with about €6.5 billion of 2024 sales, roughly 43,000 employees, brewing operations across 22 African countries, and a 99-year-old founder.⁶ Pierre Castel spent years assembling a holding structure designed so that his exit would not produce the scene currently taking place. His heirs have since voted to remove his chosen chief executive on 8 January, on 2 February, and again on 3 August.³⁵ He is still there.

Two easy readings are available here, and both are being actively marketed: the family is weak, or the executive is devious. Skip them. The useful reading is what happens to a control question once you route it through six entities in three jurisdictions. The question stops having an answer, and the absence of an answer is worth real money to whoever currently holds the pen.

Start at the bottom. Castel Vins holds the wine business, including Castel Frères and the Nicolas retail chain. Castel Afrique holds the beer and soft drinks. Somdia holds the agro-industrial assets.⁵ Those three divisions sit under D.F. Holding, a Luxembourg company that consolidates earnings from more than 150 subsidiaries and runs the group's accounts from a building on Avenue de la Liberté with around forty staff.⁴⁸

D.F. Holding is wholly owned by Cassiopée Pte. Ltd. in Singapore. Cassiopée in turn sits under the Investment Beverage Business Fund, also Singapore, which Bloomberg-sourced reporting traces back to a discretionary and irrevocable trust that Pierre Castel established in 2008 with SG Trust (Asia) Ltd as trustee. Investment Beverage Business Management, the IBBM everyone is fighting over, is the Singapore company that manages the arrangement and handles distributions to five branches of the family descending from Castel and his siblings.⁷⁴ Delano describes IBBM as the manager of an $8 billion fund.¹

Every one of those layers was added for a defensible reason by somebody qualified to add it. That is how you end up with six.

Read the chain in the other direction and you can see what it was for. Cash comes up from African breweries and French wine, lands in Luxembourg, gets consolidated, and is distributed to the family by an entity none of them individually controls. The heirs receive. They do not direct. Whether Pierre Castel intended that precise result is contested by the people who now have to live inside it, and the plumbing has no opinion either way.

The plumbing has been working, too. D.F. Holding's dividends rose to €350 million in 2024 from €43 million the year before.⁶ A structure can distribute magnificently and govern catastrophically at the same time, and most families discover both facts in the same month.

The single most expensive misunderstanding in founder succession planning is the belief that being in the trust means being in charge of the trust.

A discretionary trust does not give beneficiaries a fixed entitlement. It gives the trustee a power and the beneficiaries a hope, structured by the deed. Irrevocable means the founder cannot take it back either, which is normally sold as tax and asset-protection discipline and is also, incidentally, a commitment device against his own descendants. The heirs' formal right in that arrangement is the right to be considered.

So the family reached for the one instrument that does vote: shares in IBBM. Court reporting puts Romy Castel at 24.33% of IBBM's share capital and Pierre Baer at 3.33%. Romy Castel, together with former executives Gilles Martignac and Guy De Clercq, holds 72.33%.¹ Grégory Clerc holds no IBBM shares at all and takes no part in shareholder votes.⁸

Look at that arrangement carefully, because it is the design in miniature. The man running a €6.5 billion group owns nothing in the vehicle at the top of it. The founder's daughter owns a quarter of that vehicle and cannot get an instruction to stick. Ownership and authority were deliberately unbundled, and the unbundling worked. It just did not come with a tiebreaker.

Founders reading this with a family holdco in mind should notice the shape rather than the names. If your children will inherit economic participation while a manager, trustee, or general partner holds the votes, you have not eliminated the conflict. You have chosen which side of it your children will be on, and you have done it in a document they will read properly for the first time on a bad day. The fiduciary duty owed by whoever holds the discretion is the only protection they get, and enforcing it means suing a trustee your father hired.

Here is where the story turns from estate planning into procedure, and procedure is where control actually lives.

On 8 January 2026, an extraordinary general meeting was convened in Singapore to remove Clerc. Romy Castel said beforehand that she had assembled 97% of the voting rights. According to Bloomberg's account, she was unable to get those voting rights registered.⁸ The family's version is blunter: they allege that chairman Pierre Baer used dilatory tactics to stop shareholders exercising their votes.⁹ That is an allegation, and it has not been adjudicated.

On 2 February, the same shareholders tried again. They announced that resolutions removing Clerc and Baer had passed. The IBBM board issued its own statement the same day saying the resolutions were "not validly passed" and that Clerc remained in office.³ Two press releases, one company, no referee.

Singapore's default rule is not exotic. Under section 152(9) of the Companies Act 1967, a private company may by ordinary resolution remove a director before the expiration of that director's period of office, "subject to any provision to the contrary in the constitution."¹⁰ That last clause is doing enormous work. Whatever IBBM's own constitution says about removal displaces the default, and on top of that sit the questions of who was properly registered to vote, whether notice was good, and how the chair ruled on the day. None of those are visible from outside the company, and all of them are administered in the first instance by the side being removed.

This is the part founders consistently get wrong. You spend the negotiation arguing about thresholds, two-thirds against seventy-five percent, as though the number were the thing. Then a dispute arrives and you learn that a threshold is only a claim, and that somebody else operates the machinery that converts claims into records. The chair rules on proxies in real time. The company secretary maintains the register. The board authorises the statutory filing. When all three answer to the person you are removing, your supermajority is a very well-attended opinion.

The Castels eventually got a court to intervene. On 9 February, injunctions barred Clerc and Baer from acting as, purporting to act as, or presenting themselves as IBBM directors. The two men applied on 18 March to have the injunctions annulled. On 30 July the Singapore High Court dismissed that application, and in doing so found that Romy Castel's voting rights remained valid. The court expressly did not rule on whether the 2 February removals were themselves valid. A decision on the merits may come by late October.¹

Then, on 3 August, a third general meeting passed the resolutions again, including the appointment of a replacement director, and the shareholders themselves suspended the effects pending the Singapore ruling.⁵ At that point you are not removing a director. You are lodging a placeholder with a courthouse attached.

The family's theory has been stated plainly: whoever controls IBBM controls the group, and decisions there cascade down to the affiliated entities.⁵ Clerc's position is that his IBBM directorships have no bearing on his role running the group.⁵

Six months after the first injunction, the evidence says both of them are describing something real, which is the worst available outcome. Clerc has been suspended from the IBBM board since February and has continued as chief executive throughout, because the boards of Cassiopée and D.F. Holding have repeatedly reaffirmed their support for him and for Baer.⁵ Authority over the operating business is exercised by those boards, in Luxembourg and Singapore, under their own appointment rules. Knocking a director off the entity at the top of the chain does not automatically reach a board sitting several layers below it.

To make it reach them, someone has to execute a shareholder resolution at each intervening layer. Those resolutions are signed by the entity above, acting through its own directors, whose authority is the exact thing in dispute. The cascade the family is counting on runs through a valve that the litigation has closed.

Meanwhile the operating decisions kept happening. In December 2025, Alain Castel was removed from the boards of D.F. Holding and Cassiopée.⁶ On 26 June 2026, Romy and Alain Castel were removed as directors of Castel Vins, the historic wine arm.¹¹¹² Somdia agreed to sell its 82% stake in the Cameroonian sugar producer Sosucam to a local consortium backing a $243 million investment plan, against reported accumulated losses of around €140 million in those Cameroon operations.¹³ Romy Castel publicly opposed the sale as the disposal of a strategic asset.⁵

Notice the asymmetry. For eight months the incumbent has been reorganising boards and signing asset sales, and the challengers have been convening meetings and filing applications. Only one of those activities changes the company. A contested structure does not pause while the paperwork argues. It keeps running under whoever was already running it, which is why delay is not a neutral condition here. Delay is a position, and the incumbent holds it without having to win anything.

Count the venues currently holding a piece of this dispute. The Singapore High Court has the validity of the removals and may rule around late October.¹ Luxembourg has D.F. Holding and the board that keeps confirming Clerc.⁵ France has Castel Vins and a reported billion-euro tax assessment.⁵ Cameroon has the Sosucam transaction.¹³ Geneva prosecutors have placed Romy Castel under formal investigation over an alleged general power of attorney in her father's name, which she denies.¹⁴

Five venues, five clocks, and not one of them can answer the question the family actually asked, which was who is in charge. That separation is exactly what a multi-jurisdiction holding chain is sold for. No single regulator, tax authority, or claimant sees the whole animal. The feature is real. Pierre Castel bought jurisdictional insulation and he got it.

His family inherited the same property under a different name. When the dispute is internal, insulation reads as latency. There is no forum with authority over the entire structure, so there is no proceeding that can resolve it in one move, so the answer arrives in fragments over years while the business is governed by whoever the fragments have not yet reached.

Founders like to think of the jurisdiction question as a tax-and-privacy decision handled by advisers who bill in six-minute increments. It is also a decision about who your children will be allowed to sue, where, and how long it will take. That part rarely makes the slide.

None of this requires €6.5 billion of revenue to go wrong. A two-tier holdco with a family trust above it produces the same failure modes at a smaller scale, usually without the litigation budget. Before your structure is finalised, get written answers to these.

Where does removal actually happen? Name the single entity whose board or shareholder vote controls the operating business. If you cannot name it in one sentence, your successors will need a court to name it for them.

What does that entity's constitution say about removing a director? Read the constitution, not the statute. Singapore's default removal right for private companies is expressly subject to a contrary provision in the constitution, and that provision is where entrenchment hides.¹⁰ Ask local counsel whether the same override exists wherever your entities are incorporated.

Who chairs a contested meeting, and who rules on proxies? Specify a neutral chair, or an automatic substitution rule when the chair is the subject of the resolution. The chair's rulings are the difference between a vote and a press release.

Who maintains the register and lodges the filing? Give the challenging bloc a contractual right to compel the update, with a named alternative filer and a deadline, so that winning a vote is self-executing rather than a request.

Does removal cascade, and through what instrument? Add a provision at each layer under which a change at the parent automatically triggers reconstitution below. Without it, each intervening board is a separate campaign.

Who signs during a dispute? Bank mandates, payment authority, and contract signature powers need a defined interim state. If the answer is "the incumbent, indefinitely," you have written an incentive to litigate slowly.

Are your heirs beneficiaries or shareholders? Write it down in those words and make them read it while you are alive to argue about it. The Murdoch settlement is the clearest recent illustration of the gap between the two, and the Arnault commandite structure shows the same separation performed with more warning.

What is the tiebreaker? A named third party, a fixed deadline, and a default outcome if the deadline passes. Deadlock provisions feel insulting to draft when everyone is getting along. They are the only clause that does any work when they are not.

No. Statutes commonly give shareholders a removal right, but that right is usually subject to the company's constitution, and private companies frequently modify it. Section 152(9) of Singapore's Companies Act 1967 permits removal by ordinary resolution "subject to any provision to the contrary in the constitution."¹⁰ Read the constitution before you count the votes, and have counsel in the relevant jurisdiction confirm how removal must be effected and recorded.

Only if something makes it. Each entity in the chain has its own directors appointed under its own rules, normally by the shareholder immediately above. A change at the top has to be executed downward through separate resolutions, signed by people whose authority may itself be contested. Castel is the live demonstration: Clerc has been suspended from the IBBM board since February and has run the group throughout.¹⁵

Keep the structure and fix the procedure. The layers are usually there for tax, regulatory, or asset-protection reasons that remain valid. What is typically missing is a dispute layer: a neutral chair, a compelled-filing mechanism, a defined interim signing authority, a cascade clause, and a deadlock tiebreaker with a deadline. Those can be added by amendment while everyone still agrees, which is a much shorter window than it looks from inside it.

Pierre Castel solved the problem he set out to solve. His heirs cannot seize the operating business, the ownership is protected from fragmentation, and no single tax authority sees the whole picture. Judged against its stated purpose, the structure is a success.

What it never contained was a way to end an argument. It has thresholds and it has layers and it has, as of this month, three shareholder votes with no operative effect, a chief executive suspended from the board above his own group and still running it, a suspended chairman, a disputed forgery investigation in Geneva, a sugar mill changing hands in Cameroon, and a judge in Singapore who may say something in October.

So ask your lawyers for the deadlock clause and the interim signing authority now, while the request is cheap and slightly embarrassing. The Castel structure has been in dispute since December and has not yet produced one enforceable answer about who is in charge, which is a long time to be undecided at a company that mainly sells beer.