Lyric Jeans (LYJN)

[Rustler]

THAT UNFORTUNATE FACT LURKING IN THE LYJN WORLD... i.e., quoted below from a prior post, remains an unacceptable position for both LYJN and any publicly held corporation (e.g., Lyric Jeans, Inc.) selling common shares to U.S. Citizens on any U.S. market (including Over-the-Counter). Indeed, while a closely held corporation may enjoy that right (e.g., to "do as it sees fit and when"), a public corporation such as LYJN - Pink Sheet or otherwise - absolutely and without question DOES NOT. See, e.g., WPP Lux. Gamma Three Sarl v. Spot Runner, Inc., 655 F.3d 1039 (9th Cir. 2011) (outlining duties to disclose corporate information and the elements of securities fraud); Shum v. Intel Corp., 633 F.3d 1067, 1077-81 (Fed. Cir. 2010) (delineating public corporation officers’ fiduciary duty to shareholders and elements of fraudulent concealment); In re Walt Disney Co., 906 A.2d 27 (Del. 2006) (discussing the legal and fiduciary duties corporate officers owe to shareholders); Ivanhoe Partners v. Newmont Mining Corp., 535 A.2d 1334, 1341 (Del. 1987) (holding that corporate officers/directors have a fiduciary duty to the well-being of the company as a whole, especially to the shareholders, as opposed to its board of directors or executives); McLaughlin v. Schenk, 220 P.3d 146, 150 (Utah 2009) (establishing that directors and officers owe the corporation and the shareholders collectively a duty to act in good faith and in the best interest of the corporation/shareholders); cf. Securities Exchange Act of 1934 (“Securities Act”) §§ (3)(a)(11), 3(b), 4(2), 10(b), 17(a); 17 C.F.R. § 240; Stoneridge Inv. Partners, LLC v. Scientific-Atlanta, 552 U.S. 148, 158 (2008).

Despite LYJN's feeble attempt to hide behind the cry of "PINK SHEETS DO NOT NEED TO FILE AND PUBLISH FINANCIALS" - which thus provides LYJN executives access to exclusive information not available to the public - and where the executives of LYJN own shares of Lyric Jeans, Inc., the executives as a “corporate issuer in possession of material nonpublic information, must, like other insiders in the same situation, disclose that information to its shareholders or refrain from trading with them." McCormick v. Fund Am. Cos., 26 F.3d 869, 876 (9th Cir. 1994).

Therfore, treating shareholders in such a manner as indicated in the below quote (from a prior post) constitues an egregious breach of fiduciary duty, industry-standard ethics, and federal corporate/securities laws by LYJN's executives. See, e.g., id.; see also WPP Lux. Gamma Three Sarl v. Spot Runner, Inc., supra, 655 F.3d at 1039; Shum v. Intel Corp., supra, 633 F.3d at 1077-81; In re Walt Disney Co., supra, 906 A.2d 27; Ivanhoe Partners v. Newmont Mining Corp. , supra, 535 A.2d at 1341; McLaughlin v. Schenk , supra, 220 P.3d at 150; Securities Act §§ (3)(a)(11), 3(b), 4(2), 10(b), 17(a); 17 C.F.R. § 240; and Stoneridge Inv. Partners, LLC v. Scientific-Atlanta, supra, 552 U.S. 148 at 158.

The company [LYJN] will do as it sees fit and when.