Litigation is one of the most consequential events a publicly listed company can face. It can destroy shareholder value, consume management attention, and damage reputation. Handled correctly, it can also protect a company's rights, recover substantial damages, and send a clear signal to the market that the board will defend its shareholders' interests vigorously. Yet for most boards, litigation remains a reactive event rather than a strategic discipline — legal disputes arrive as crises to be managed rather than campaigns to be led.
As Chief Legal Officer, Chief People Officer and Executive Board Director of Genius Group Limited (NYSE: GNS), I currently lead a litigation programme pursuing over one billion US dollars in damages across three active legal cases - a federal RICO complaint seeking $750 million, a securities class action against certain parties seeking over $250 million, and an ICC international arbitration. Each case demands a different legal strategy, different jurisdictional expertise, and a different approach to board governance. Together, they have taught me principles of corporate legal defence that apply to any board facing significant litigation.
The litigation landscape boards face today
The regulatory and litigation environment for publicly listed companies has never been more intense. The SEC reported record enforcement actions in 2024, with $44 billion in monetary remedies. Securities class actions in the United States have averaged more than 400 filings per year over the past decade. In Europe, the rise of collective redress mechanisms under the EU Representative Actions Directive is creating new litigation exposure for listed companies.
For board directors personally, the stakes are equally high. PwC surveys consistently show that director liability concerns rank among the top governance worries, with 69 percent of directors expressing concern about personal exposure from regulatory enforcement. D&O insurance premiums have risen sharply, and courts are increasingly willing to scrutinise board-level decision-making when companies face fraud, market manipulation, or regulatory non-compliance.
In this environment, litigation is not a remote risk that can be delegated to the legal department. It is a board-level governance responsibility that requires strategic oversight, informed decision-making, and the kind of leadership that treats legal defence as seriously as any other aspect of corporate strategy.
Three legal battles: how Genius Group is defending its shareholders
To illustrate these principles in practice, let me describe the three active legal cases that I oversee as Chief Legal Officer at Genius Group. Each arose from different circumstances but all share a common thread: they are offensive litigation, not defensive. The company is the plaintiff, actively pursuing damages on behalf of its shareholders against parties that the company alleges have caused it harm.
The RICO case: $750 million in damages
In April 2025, Genius Group filed a federal RICO (Racketeer Influenced and Corrupt Organizations) complaint in the United States District Court, Southern District of Florida, against Peter Ritz and Michael Moe as controlling officers and directors of LZGI International, Inc., along with two additional defendants. The amended complaint seeks over $750 million in damages, reflecting treble damages under federal RICO statute, based on approximately $250 million in actual damages.
The case alleges that the defendants attempted to defraud the company and filed false statements designed to deceive the court, resulting in a Temporary Restraining Order and Preliminary Injunction that prevented Genius Group from raising capital and purchasing Bitcoin for its treasury, directly damaging the company during a period of significant Bitcoin price appreciation.
All four defendants have now been served. Meanwhile, a separate Florida court found that Moe and Ritz had engaged in fraudulent conduct and grossly abused their positions as directors of LZGI, granting a final default judgment against them.
The securities class action: $250 million against Citadel and Virtu
In November 2025, legal firms Grant & Eisenhofer P.A. and Christian Attar filed a class action complaint in the United States District Court for the Southern District of New York against Citadel Securities LLC and Virtu Americas LLC, two of the largest market makers in the world. The lawsuit alleges that for a period of at least three years, from April 2022 to May 2025, the defendants engaged in a systematic market manipulation scheme involving spoofing and naked short selling of Genius Group's shares, in violation of multiple sections of the Securities Exchange Act of 1934.
Of all trading days in the class period, defendants allegedly entered spoofing trades - sometimes thousands per day - cancelled within milliseconds.
The complaint alleges that on 98 percent of all trading days during the class period, the defendants entered spoofing trades - sometimes thousands per day - designed to create the false impression of excess supply and volatility in Genius Group stock, cancelling them within milliseconds. Together, Citadel and Virtu allegedly handled as much as 85 percent of over-the-counter trading in the company's shares during this period. The case seeks at least $250 million in damages, with the potential for significantly higher amounts as trading data analysis continues.
The ICC arbitration: international dispute resolution
In parallel, Genius Group is pursuing an International Chamber of Commerce arbitration against LZG International, seeking rescission of a 2024 Asset Purchase Agreement and the return of 7.4 million company shares and $6.6 million. The ICC has approved the final award with delivery expected in April 2026.
Turning legal success into shareholder value
One of the most important board decisions I have been involved in at Genius Group was not about which case to file or which counsel to hire. It was about what happens when we win.
In June 2025, the Board approved a resolution that 100 percent of net proceeds from any legal wins would be directed to shareholder benefit: 50 percent distributed as special dividends to shareholders of record, and 50 percent invested in purchasing Bitcoin for the company's Bitcoin Treasury. This decision was made proactively, before any case had been resolved, for a deliberate strategic reason - it aligns the litigation programme directly with shareholder interests and signals to the market that every legal dollar recovered is a dollar returned to or reinvested for shareholders.
This is a principle that any board overseeing significant litigation should consider. Shareholders are ultimately the parties harmed by fraud, market manipulation, or corporate malfeasance. When the company pursues legal remedies, the proceeds should flow back to the shareholders who bore the loss.
When you have evidence of wrongdoing that has damaged your company and its shareholders, the fiduciary duty runs towards action, not caution. — From the boardroom
Six principles of board-level legal oversight
Leading Genius Group's litigation programme while simultaneously serving as Executive Board Director has given me a perspective that few directors have: I see both the legal strategy and the governance implications from the same seat. These six principles have guided our approach, and I believe they apply to any board facing significant litigation.
- Act decisively, not reactively. The most effective litigation is offensive, not defensive. When Genius Group discovered evidence of alleged fraud, market manipulation, and racketeering, the board did not wait for regulators to act. We filed claims, engaged specialist counsel, and moved aggressively. The RICO case, the securities class action, and the ICC arbitration were all initiated by the company. Boards that treat litigation as something that happens to them miss the opportunity to protect shareholder value proactively.
- Document everything. The Business Judgment Rule - the legal doctrine that protects directors from personal liability for good-faith business decisions - depends on evidence that the board acted on an informed basis, sought relevant information, and consulted expert advisors. In complex litigation, this means maintaining meticulous records of board deliberations, legal strategy discussions, and the reasoning behind every significant decision. Courts look for a paper trail. Boards that create one protect themselves and their shareholders.
- Align legal strategy with business strategy. Litigation is not a standalone legal exercise. It has financial implications, reputational consequences, market signalling effects, and opportunity costs. The decision to pursue a RICO claim seeking $750 million is not just a legal decision - it is a capital allocation decision, a communications strategy decision, and a shareholder relations decision. Boards must ensure that legal strategy serves the broader business strategy, not the other way around.
- Communicate transparently with shareholders and markets. Publicly listed companies have disclosure obligations around material litigation, but the best boards go beyond minimum compliance. Genius Group has issued detailed press releases on each legal development, held investor webcasts to explain the cases, and committed publicly to returning legal proceeds to shareholders. Transparency builds market confidence. Silence invites speculation.
- Invest in specialist counsel. Complex multi-jurisdictional litigation requires specialist expertise. Genius Group's legal programme involves a RICO case in Florida federal court, a securities class action in the Southern District of New York led by Grant & Eisenhofer - one of the most prominent plaintiff securities firms in the United States - and an ICC international arbitration. The most common mistake boards make is engaging generalist counsel for specialist disputes. The quality of your legal team directly determines the quality of your outcome.
- Always protect shareholders first. Every litigation decision should be measured against a single question: does this serve the interests of our shareholders? The decision to pursue treble damages under RICO, the decision to file a class action against market makers, the decision to commit legal proceeds to dividends and Bitcoin purchases — each was made with shareholder value as the primary criterion. Boards that lose sight of this principle risk making legal decisions that serve management interests, ego, or convenience rather than the people who actually own the company.
What every board should have in place
A litigation governance framework. Define clear roles for the board, management, and legal counsel in litigation oversight. Establish which decisions require board approval, which can be delegated, and how information flows between legal teams and the boardroom.
D&O insurance that reflects actual risk. Review your Directors & Officers liability insurance annually. Ensure coverage limits reflect the current litigation environment, not last year's. Understand the policy exclusions — particularly around fraud, regulatory proceedings, and multi-jurisdictional claims.
A standing board agenda item for legal risk. Litigation and legal risk should not appear only when a case is filed. It should be a standing item at every board meeting, with management reporting on pending claims, regulatory developments, potential exposure, and the status of any active cases.
Pre-approved crisis communication protocols. When material litigation is filed, the market reacts in hours. Boards that have pre-approved communication frameworks — covering press releases, investor communications, and media responses — can respond quickly and coherently. Those that do not scramble, and the market reads scrambling as weakness.
An annual legal risk assessment. Commission an independent review of the company's litigation exposure annually. Cover regulatory risk, contractual disputes, intellectual property, employment litigation, and emerging areas such as AI liability and ESG claims. Ensure the board sees the full picture, not just the cases already filed.
The board that fights for its shareholders will be the one they trust
The litigation landscape for publicly listed companies is more complex, more expensive, and more consequential than it has ever been. Boards that treat legal defence as a cost to be minimised rather than a capability to be developed will find themselves underprepared when the moment comes.
At Genius Group, we chose a different path. We chose to fight - aggressively, strategically, and transparently. We filed a $750 million RICO case when we discovered alleged fraud. We filed a $250 million class action against two of the largest market makers in the world when we found evidence of systematic manipulation. We pursued international arbitration when a counterparty acted in bad faith. And we told our shareholders exactly what we were doing, why, and what they would receive if we won.
The principles that govern our approach are not unique to Genius Group. They apply to any board, in any jurisdiction, facing any material litigation. Act decisively. Document everything. Align legal and business strategy. Communicate transparently. Invest in the best counsel. And always, always put shareholders first. The boards that fight for their shareholders are the ones that earn their trust. In a world of increasing litigation risk, that trust is the most valuable asset a board can build.