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I said nothing about an official "tender offer" or sending the CEO another suggestion.
Who said anything about "buyout offer"?
If CCME is as clever a schemer to pull off some kind of incredible heist so far, what's one more chapter? On delisting or trading resumption, CCME will announce receipt of a "preliminary non-binding proposal". (The phrase of the day).
It's right up Cheng's alley of non-committment: "preliminary" instead of advanced, "non-binding" as opposed to binding, and a "proposal" as opposed to "concluded" or "accepted".
And if Cheng has something honest to say or if the company has an announcement related to its underlying business, that would be nice too.
-Andrew
Medley of letters responding to Attorney Mitchell Nussbaum (Loeb and Loeb)
All CCME related... of all the various companies Loeb represents...
From: Jim K.,
Thank you for this article. Very well written and long over due. I fear the message will fall on deaf ears, as the SEC will likely remain as INCOMPETENT as ever.
For the record, I am a long CCME shareholder (over 30K shares) and the short attacks and subsequent halt have devastated my holding. At this time, and like other investors, I am not sure how much of the attacks ares truth or lie. If allegations are substantially true, my fault for the investment in CCME. If not totally true, I hope CCME engages you to pursue those responsible for the innacurate attacks to the fullest extent. The sector could use the good news.
And by the way, ANY positive information of ANY kind regarding CCME during the halt would be very welcome to the thousands of retail shareholders who simply wait........
We have confidence that the high short interest in CCME will boost the stock at open, but if coupled with positive news prior to open would provide "just rewards" to the short holders trapped with the longs.
Best regards,
Jim Kitchens
Did I mention that ANY news on CCME would be welcomed by retail investors? Our morale is pretty low.
POSTED ON: APRIL 27, 2011 8:22 PM
From: Eric Kuang,
Mr. Nussbaum,
We actually met in person in the March 9 CCR China IPO Bootcamp meeting. Do you remember the person asking you questions about a company you are representing? I did not know that you were representing that company at the time. You were very professional in your response after you heard my question.
Fate has it, I was so close to the source of information and yet I found myself holding some shares of the company that I probably should not be holding.
On the other hand, many honest people and hardworking people invested their hard earned money in this company. Our prayer and thought go to the decision maker to whom you are a councilor.
We just want to be able to trade the stock based on information that is not materially away from the truth, however inconvenient that truth may be.
Obviously you care about your client as well as the people investing in your clients company. So can you help us?
POSTED ON: APRIL 27, 2011 11:35 PM
From: CCME Chicken,
Mitch:
Money talks. CCME claims to have $200MM. Where's the buyback and dividend?
Such cash on display would end the stock attack nightmare and destroy the shorts in the single most visibly attacked stock in the sector. It will also do the right thing for loyal trapped shareholders.
When will CCME sue the hitpiece fabricators and quote Rule 10b-5 against them for issuing misleading statements that affect the price of a traded security.
Stop talking and start the buying. With 10,200,000 shares short, if CCME issues positive news before the stock trades, the message to shorts will be timeless.
---CCME.Chicken
POSTED ON: APRIL 28, 2011 2:31 AM
From: pooruncle,
Mitch,
As you can see, Its CCME shareholders that respond to your article. You are in the unique position to actually do something about what you write. You represent CCME, and in a second hand way, the shareholders. Please have CCME to release the truth, whatever, and however. Just the truth. Saying nothing is counter to what YOU have just written....You speak about retail investors, well, we are listening. Do something.
POSTED ON: APRIL 28, 2011 3:08 AM
From: Another CCME shareholder,
Mr. Nussbaum,
No doubt that the short sellers caused much grief to long-term investors and reputation damage to your clients.
In the case of CCME, we have a unique opportunity to strike back where it hurts the most. Why don't we leverage the fact that the stock is halted with over 10 million in short interest and 2.1 million in fail-to-deliver shares with a timely share buy back, dividend or tender offer by the company?
The shorts will go away once they bleed money.
Our only concerns as shareholders are whether the cash exist and if the company is legitimate. With all due respect, I genuinely believe that talk is cheap at this point. Please keep things simple and have the company show us the money through concrete actions.
Thanks for considering as this will represent a trifecta win for your clients, the shareholders and yourself as their counsel.
Yours truly,
Another CCME shareholder.
POSTED ON: APRIL 28, 2011 10:05 AM
From: Mortimer M. Ouse,
Dear Mitchell Nussbaum and Loeb and Loeb:
You are out of touch with reality or very in touch with a projected declining client base.
Do you represent CCME or Cheng Zheng personally?
Doesn't Loeb and Loeb advise its clients of what's expected by auditors, by the SEC and by US markets? If not this bare minimum, what on Earth do you advise your clients? Seems like your typical advise (read between the lines) is to tie the shareholders to an expensive phony anvil and throw overboard, billing for regulatory advise along the way.
Your comments are about your money. Fewer Chinese companies in the US means less business for Loeb. Your short term profits may go up with class action defense. Your long term profits will be lower as Chinese companies go elsewhere.
Face facts: Your firm assisted CCME to come to the US to line its pockets with American retail investor's money. CCME remains all talk: No suit against Citron. No suit against Muddy Waters. No suit against hedge funds. No dividend. No buyback. No auditor. No forensic auditor.
Shorts are also a disgrace.
-Morty Ouse
POSTED ON: APRIL 28, 2011 2:43 PM
From: Angry Mob,
Hey Nussbaum,
You helped get CCME listed on NASDAQ. CCME ripped off Americans.
Are you a patriot or Fifth Column?
POSTED ON: APRIL 29, 2011 3:22 AM
Source: http://www.thedeal.com/magazine/ID/039114/community/bridging-the-information-gap.php
-Andrew
My favorite part of those filings is this:
Aggregate fees billed to the Company by DTT and the Company’s previous principal independent accountants, AJ. Robbins, P.C. (“AJR”) and Eisner LLP (“Eisner”) during the last two fiscal years were as follows:
Fees
2009
2008
Audit Fees(1)
$ 525,500 $ 143,333
Audit Related Fees
$ - $ -
Tax Fees
$ - $ -
All Other Fees
$ - $ -
Total
$ 525,500 $ 143,333
-Andrew
I'm all ears for indications opposite.
If this does open, the least CCME could do for shareholders is say something recent and factual about their ongoing business.
-Andrew
Delisting Appears Imminent: Appeal Process Effectively Circumvented
The more I read the press release from CCME, it just reads like CCME is definitively being delisted, end of story, without any further chance or leave to announce, file, or appoint a new Board Member on the Audit Committee. The time for cure seems to have passed.
We do not know what NASDAQ also wrote to CCME that wasn't published, i.e. warning letters and such.
So NASDAQ will likely have to announce an effective date for delisting. Whether there's some appeal process will have to be seen. (If they have an excuse, I'd like to hear this one!)
FUJIAN, China, April 29, 2011 /PRNewswire-Asia/ -- China MediaExpress Holdings, Inc. (NASDAQ:CCME - News) ("CME" or "Company"), China's largest television advertising operator on inter-city and airport express buses, reported today that the NASDAQ Stock Market ("NASDAQ") has sent a letter to the Company to the effect that as a result of the resignation of Marco Kung from the board of directors of the Company effective April 7, 2011, the Company no longer complies with Nasdaq Rule 5605(c)(2)(A), which requires that the Company's audit committee consist of three independent directors. The NASDAQ Staff exercised its discretionary authority under Listing Rule 5101 to deny the Company a cure period to regain compliance with the audit committee composition requirement.
-Andrew
Open request for opinions on when this will now trade pink and any comments on notice shareholders may get in advance. (This assumes that CCME is out of wiggle room to pull an Audit Member out of a hat).
That would be notice of the resignation, not notice of intent to rely on a cure period.
-Andrew
" A company relying on this cure period must provide notice to NASDAQ immediately upon learning of the resignation."
Based on that line in the rule.... I think NASDAQ denied CCME the cure period all togehter... but why?
Perhaps the "week" was to find a replacement, not to make things right so Marco Kung stays on. When one could not be found in a week, that was when CCME's lawyers knew it was game over for their appeal.
"Following receipt of the resignation letter, several conversations between management of the Company and Mr. Kung took place, including a meeting with other members of the audit committee and their counsel, which have led Mr. Kung to notify the Company that he was delaying the effectiveness of his resignation for one week to allow the Company time to address these issues."
Source: http://secfilings.nasdaq.com/filingFrameset.asp?FileName=0001144204%2D11%2D021806%2Etxt&FilePath=%5C2011%5C04%5C13%5C&CoName=CHINA+MEDIAEXPRESS+HOLDINGS%2C+INC%2E&FormType=8%2DK&RcvdDate=4%2F13%2F2011&pdf=
Then the timing of Nussbaum's letter comes just after that week would have been up.
If one were offering further conspiracy theories, one might say Kung took cash to resign.
All the while Kung remained listed on the CCME website.
-Andrew
bpositive:
Please define: "and the company is not otherwise relying on a cure period for its audit committee membership"?
Is the condition of not otherwise relying on a cure period only defined as immediate concurrent appointment of a replacement? Or is there any reasonable grace period (that is so short as to not qualify as the beginning of the cure period)?
Or is there some other meaning? Why is this language stated or included in the rule? Such words are presumably used to have meaning.
My guess is the last few weeks were that pre-cure timeframe grace period. Question is whether Loeb and Loeb advised CCME that despite their appeal efforts, this non-replacement would cause prompt delisting thereby circumventing the appeal process.
-Andrew
CCME - The statute (NASDAQ Rule) is really ambiguous.
Question: So NASDAQ could say CCME provided no immediate notice to NASDAQ of intent to replace upon Kung's resignation, thereby sidestepping the 180 days?
Please define: "and the company is not otherwise relying on a cure period for its audit committee membership"?
Is that only defined as immediate concurrent appointment of a replacement?
Or is there some other meaning? Why is this language stated or included in the rule? Such words are presumably used to have meaning.
-Andrew
Cure period appears separate. Below stated rule is ambiguous.
Read the bold below:
What happens if a company no longer complies with the audit committee composition requirement because an audit committee member resigns?
Pursuant to Listing Rule 5605(c)(4), if an audit committee member resigns and the company is not otherwise relying on a cure period for its audit committee membership, the company has until the earlier of the next annual shareholders meeting or one year from the date of resignation to replace the audit committee member; provided, however, that if the annual shareholders meeting occurs no later than 180 days following the resignation, the company shall instead have 180 days from such resignation to regain compliance. A company relying on this cure period must provide notice to NASDAQ immediately upon learning of the resignation. (Initial Posting: September 2, 2009)
This from the following link
https://listingcenter.nasdaqomx.comShow_Doc.aspx?File=FAQsCorpGov.html
Question: So NASDAQ could say CCME provided no immediate notice to NASDAQ of intent to replace upon Kung's resignation, thereby sidestepping the 180 days?
-Andrew
So you are saying there's 180 days from Kung's resignation to find a new Audit Committee Member.
Anyone have any references, laws, statutes, Nasdaq rules, or SEC findings that run contrary to this?
-Andrew
CCME - 180 days for new Audit Committee Member-- See this post:
"For whatever it's worth... It just appears from Nasdaq's notice that they are really just pushing CCME to act fast and within the time limited specified in the rule.
From how i interpret the rule it looks like they have atleast six months from april 7 (resignation date) to get a new independent member if they have a share holders meeting and if not they have 1yr to comply with rule. so based on my interpretation it looks like Nasdaq is doing CYA but not sure exactly which amount of cure period it's denying the company.
What happens if a company no longer complies with the audit committee composition requirement because an audit committee member resigns?
Pursuant to Listing Rule 5605(c)(4), if an audit committee member resigns and the company is not otherwise relying on a cure period for its audit committee membership, the company has until the earlier of the next annual shareholders meeting or one year from the date of resignation to replace the audit committee member; provided, however, that if the annual shareholders meeting occurs no later than 180 days following the resignation, the company shall instead have 180 days from such resignation to regain compliance. A company relying on this cure period must provide notice to NASDAQ immediately upon learning of the resignation. (Initial Posting: September 2, 2009)
This from the following link
https://listingcenter.nasdaqomx.comShow_Doc.aspx?File=FAQsCorpGov.html "
Post link: http://investorshub.advfn.com/boards/read_msg.aspx?message_id=62585063
-Andrew
Fullerroots has posted before and is long. I am reasonably sure about this. He has always been personable. Do not attack him not because I ask but because it's the right thing to do.
Thanks,
Andrew
I nominate WCTBILLS.
CCME would have to say they have a new BOD member on the Audit Committee, show the Board of Directors minutes from the meeting, and say they asked Loeb and Loeb to make a filing. Loeb then says failure on their part to file was an honest mistake due to a clerical error, without intent, without trying to mislead, and that any delisting in light of the new member of that committee is therefore arbitrary and prejudicial. Then it's discretionary to NASDAQ what to do next.
You know what? Even after that song and dance Nasdaq will probably tell CCME to jump in a lake.
-Andrew
CCME - Once trading resumes, then there may be some shareholders with bigger losses who can serve as lead plaintiff in a suit defined by different dates. Interesting to see how that works.
-Andrew
It was a quick fix to get the stock trading again. Also CCME deserves this from their perspective.
-Andrew
CCME - Please ignore my last message as news changed in the last ten minutes as I was writing. Thanks.
-Andrew
CCME - If they go dark then why halt so long? Probably for a little revenge on the shorts. High borrow fees. For all we know the CEO is collecting share loan fees right now. Expired puts are another revenge. If I don't get my earnout shares, you don't get full benefit of your shortly expiring puts.
Could CCME jump through the hoops to get relisted? Yes, CCME could. Seems like there's an auditor who will sign anything.
However I don't think the CEO plans to give NASDAQ everything they ought to be asking for in terms of financial skeletons. So dark is the likely scenario (say more than 80% likely under current facts).
If dark or listed, I just wish there were more prior warning of when trading resumes as well as more suits against DTT.
BTW, if I'm understanding this correctly, seems this charade could possibly drag out for a long time to come. "The Securities and Exchange Commission has reviewed NASDAQ's actions in connection with an appeal by a company that was late in filing its periodic reports and that did not regain compliance in the time permitted by the NASDAQ Board. The Commission found that the company had not established a likelihood that it would succeed on the merits of its argument challenging the decision to delist the company if it remained delinquent one year after the due date of its first delinquent annual report. See In the Matter of Coherent, Inc. (December 18, 2007)(Updated November 19, 2008)"
Source: https://listingcenter.nasdaqomx.com/Show_Doc.aspx?File=FAQsContinued.html
-Andrew
If there are dividends, it'll be the gift that keeps on giving...
-Andrew
Rato: Makes one wonder how Glickenhaus could have passed up the then wonderful investment opportunity provided by CCME instead of CAGC (global warming notwithstanding)... ;)
-Andrew
Shinisaurus:
Article links and such are likely be posted by me solely because I'd have a hunch ya'll would like to see it. You know, like it's something on topic or overlapping in some way. Just in case, please note that absent specific comment, my provision of a link to an article should not be possibly construed as an affirmation or opposition of any fact or opinion included in any such article.
Thank you for your understanding in this regard.
As far as what the Glickenhaus family investors plan to do-- regardless of whether they are right or wrong-- any action will be interesting to see from the sidelines. If they have some kind of exonerating proof or proof of total fabrication of a report, that would be a neat and surprising trick.
-Andrew
Texbanker:
Not sure what messages you refer to. I can affirm that I did not delete them. There are four other moderators. There's also iHub at a higher level that can delete too. Some of the messages may have been duplicates.
You should note that the two biggest warnings before the halt were displayed here, including Cramer's negging of CCME on his after hours lightning round (the day before the halt and, astonishingly, about one trading hour before the halt) and a post by a rather followed long who warned shareholders to be particularly careful. As I recall, these were referenced on YMB and on iHub. Not to mention tons of negative statements found wherever shorts also posted. It's not like the "be careful with CCME" message lacked multiple forums for communication. It was all over the place.
The topic of pre-halt deletions was covered shortly after the halt. I was then a new Moderator and did not delete any messages except those where the deletion was obviously appropriate to those on both sides of the trade, requested by the poster, or the message was harassment/crude/obscene/woefully off topic. I redid the iBox and added all kinds of red flags prominently displayed. One of the first things I added was emphasis on a post by Rato on red flags and CCME. Further, I posted that iHub should require any iBox to afford a certain percentage of space for a short argument to be made, if anyone desires to do so in good faith. At the very least it could highlight the short interest, if any.
Incidentally, were you keeping a scrapbook you misplaced until today, and if so did you use a stopwatch to measure the one hour deletion timeframe?
-Andrew
Texbanker, I prefer generally to reply publicly to non-paying members.
What am I doing? Anything?
I am responding openly to a series of recent messages including yours. What, if anything, are you doing?
-Andrew
Dipstick55, if you bought CCME shares in the open market, you most likely bought from other shareholders. Unless you send donations or stipends directly to CCME, the company, your hard-earned money never arrived into the coffers of CCME. Therefore your money was never transferred to CCME's attorneys.
-Andrew
Dipstick55:
I have news for you: CCME's interests and your interests as a shareholder differ radically. CCME's lawyers are not allowed to represent two different interests that are in conflict. Example: Shareholders want prompt reporting and news reporting; CCME wants to limit its claims that may result in preparation of a hitpiece released the day trading resumes; shareholders want a forensic audit; CCME may not want to expose itself to an investigation that reveals illegal activities that violate Chinese law.
In other words, CCME's lawyer has absolutely no obligation to shareholders whatsoever.
To quote one of CCME's lawyers, "The advice we provide to our clients regarding their obligations to report with the Securities and Exchange Commission, NASDAQ or otherwise is a confidential matter and discussion with parties unaffiliated with the issuer compromises our clients' position". (emphasis added)
Dipstick55, if you want a lawyer who represents your interests, you need to hire one. Or bring your case pro se (with you acting as your own lawyer).
- Andrew
"My interests and that of every other shareholder of CCME, is represented by him, period. You cannot seperate CCME from its shareholders."
Based on my communications with the SEC (and other enforcement agencies), when someone has a solid tip that names names, details transactions with particularity, and ties those to a specific law violation, it's far more likely to yield an enforcement action than generally pointing fingers and asking for a generalized investigation of all things highlighted by a widely cast spotlight.
Often it takes a whistleblower to get white collar justice. If you want to see justice with greater ease of enforcement, watch COPS.
-Andrew
Mary, I'm so sorry. Will you ever forgive me?
-Andrew
Merely being an attorney does not alone trigger that obligation. It's much more complicated. You, dipstick55, have as much of an obligation as an attorney.
An attorney has an obligation to serve the best interest of his client after consultation. Investigation may or may not be in the client's interest. Some of that interest includes limiting billable hours even if some sense of revenge might result from an investigation of shorts, that pursuit may not be economically wise after a cost-benefit analysis of what risks and rewards may be found in the zealous pursuit of an investigation which may result in claims that fail on appeal.
Really, the investigation needs to be performed by those society charges to enforce the law, i.e. the SEC or appropriate AG offices.
The breakdown is not by you or by lawyers but by our government. Surprise, surprise.
-Andrew
The article no more speaks specifically of CCME than any other of dozens such Chinese RTOs under short attack.
Nussbaum is right that fabrication to manipulate a security is also worthy of investigation. Shorts need to keep it real is all that really means.
-Andrew
Or they are going dark.
I know that was a year ago.
-Andrew
I remember a time when shareholders worked vigorously to defend CCME, and it did not get us far but likely got shareholders deeper. Lots of reliance on Ping's report for one thing and DTT signing off on 2009 for another. The question for Jesse is whether he will go to the next levels as he may have the resolve and resources to serve that public cause.
-Andrew
dipstick, ask your lawyer. Very fact intensive question. Generally, no. It's privileged. But it can get complicated. If your plan is to get Loeb lawyers disbarred, good luck.
-Andrew
CAGC - Jesse Glickenhaus taking on YMB shorts/ bashers directly:
http://messages.finance.yahoo.com/Stocks_%28A_to_Z%29/Stocks_C/threadview?m=tm&bn=99140&tid=11151&mid=11151&tof=2&frt=1
-Andrew
Well this video has caused quite a move. Whether market makers want to accept the trades offered is a different matter.
SCEI - PE just dropped under 1.