I use a PopupPanel with a ScrollPanel that contains somewhere a 
DisclosurePanel that in turn contains a ScrollPanel in its content area and 
it works.

But I think I had some issues but could not remember which ones. 

Can you try and use setModal(false) on your PopupPanel? I don't use 
setModal(true) as I already have the glasspane active which is in most cases 
enough.
You can also try and change some Mac OS Lion settings: Preferences -> 
General -> activate "show scrollbars when scrolling".

-- J.

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