M&A business
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Reading this out of U.K. then it seems to me, there must have been letters send out to customers. But then I am sure, some will still say, we have inside Information.
Old 11-12-2013, 12:58 PM
Default Re: LifeScan... Out with a whimper.
Can they possibly keep all the Janssen reps and Lifescan reps?!?
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#39
Old 11-12-2013, 06:00 PM
Default Re: LifeScan... Out with a whimper.
Quote:
Post # 30 is correct. No contract sales, they can ship the meters out. I think everyone realizes this and it would be silly to not be looking. Everyone should have started looking in July....
Sending customer letter with order numbers and telephone numbers the first clue. I'm not surprised this rumor came true.
#40
Old 11-12-2013, 07:07 PM
Default Re: LifeScan... Out with a whimper.
Ahh, but can they ship out the meters with a box of joe and bagels? They are not thinking it through! We have value dammit!
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#41
Old 11-13-2013, 08:05 AM
Default Re: LifeScan... Out with a whimper.
Ok so we are under jannsen effective immediately and will find out today and tomorrow what that looks like. Our customers are getting letters about ordering meters by autoship, and animas is split off. could this press release actually be true? It sounds like it may be. For all who were quick to cry fake, this was posted a few days ago and our world has been turned upside down by announcements ever since. Im betting today's call is about roche.
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#42
Old 11-13-2013, 11:55 AM
Anonymous
Posts: n/a
Default Re: LifeScan... Out with a whimper.
Quote:
Originally Posted by Anonymous View Post
Ok so we are under jannsen effective immediately and will find out today and tomorrow what that looks like. Our customers are getting letters about ordering meters by autoship, and animas is split off. could this press release actually be true? It sounds like it may be. For all who were quick to cry fake, this was posted a few days ago and our world has been turned upside down by announcements ever since. Im betting today's call is about roche.
The Roche announcement was a cut and paste job by someone with to much time. Lifescan will get smaller and that letter was not a fake or accident or there would have been a follow up to customers by now. No follow up its real. Within Janssen there will be a former Lifescan small team focused on strips and prescription sales. The rest are gone before year end.
All this Information could have taken from various press-Releases and even from other boards in Europe.
When Reuters released the talk between J&J and the Carlyle Group in January 2014 this was not even new, as those discussions even went back to early 2013.
Then on 2013 there were already hints the Life-Scan is searching as well directly for a buyer.
Originally Posted by Anonymous View Post
Had to dig to find this.
http://www.investor.jnj.com/released...
« Previous Release | Next Release »
October 15, 2013
LifeScan Announces Definitive Agreement To Divest SMBG Business
Milpitas, CA, October 15, 2013 - LifeScan today announced a definitive agreement to divest the assets of its OneTouch line of blood glucose monitoring business unit to subsidiaries of Roche Pharmaceuticals International, Inc. for approximately $2.6 billion in cash. The divestiture of LifeScan NA assets includes brands (ONETOUCH®, VERIO IQ® and DELICA®) sold in the U.S. LifeScan NA will continue to promote the Animas line of insulin pump therapy products in both the US and Canadian markets.
The transaction is expected to close by year-end, subject to customary closing conditions.
# # #
LifeScan, Inc. is a leading maker of blood glucose monitoring systems for people with diabetes. For information about diabetes care and LifeScan products and services, visit http://www.onetouch.com.
# # #
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All we know today, the deal never went trough. So it is back to J&J to get rid of Lifescan.
Very soon we will see DECN on this list.
What follows is a table listing the monetary awards that companies have received because they were either victorious in an IP infringement lawsuit, or they negotiated deal in the absense/presence of a infringement lawsuit, or related technology litigation such as antitrust. The following monetary awards are culled from media reports of such victories/successes, and may have been reversed/reduced in later appeals, though we are constantly updating our records to include more awards, and more history on each award.
http://www.bustpatents.com/awards.html
The pad to the Podium is written in Stone for DECN this is for sure.
But the word has to go out to the markets that DECN is now free to negotiate "private Label deals" and that DECN is now free to negotiate contracts with retailers to put their product into their shelves.
Then we have the CE mark waiting to be granted in Europe which will open another market perspective as well.
To get the momentum into the press and into the heads of some, of course if DECN attacks the bond. This will make the noise and as well DECN's full forced attack with the Support of a litigation fund to make J&J pay for the lost 2 years.
You can plan it and and put a time-table to it, but then again, they have lawyers at their Hand who write the script together with the CEO and up to this date, they did an excellent Job. Agree with you, December 2014 will certainly be the month we will get some noice out of this Corner.
Agree - but then in a case like this there is not 1 voice there are many other voices putting their ideas on the table. You can have the best strategy and even put a time-table to it, but then there are circumstances which can turn the time table up-side down.
One always has to take such "forecasts" as what it is, an opinion but then it is nothing more than a guidance.
It goes step by step - as has been written here:
The remainder of 2014 will be reserved for two motions by DECN for summary judgment (invited by the judge) and the DECN attack on the bond
I prefer a Company that can handle big things because this is where the Returns will come in in the future. And DECN as far as I am concerned, handled the big things rather well.
-FDA approval
-3 USTPO rulings in their favour and this against Goliath J&J
-Ready to move with big retailers as direct sale or contracts with big retailers under the umbrella of private Label
and more.
All other Points have been cleared here ad nauseam so it is not worth to go into it.
The big things add very well up - those Points you mentioned are non-Events.
You are wrong when you say, DECN should not be listed as domestic entity.
In legal Terms: The home state where the entity resides. But entity or Body is not the pysical presence like the Office.
Everybody knows this when studying the tax-heavens of companies and why there is difference between the physical Body and the corporation Body.
Soros Fund Management LLC has a physical presence in New York - Main Office, however the Quantum Group of funds is registered as domestic entity in Curaca and on the Cayman Islands
All is perfect. Actually only the Agent should give the new address in case he moved in another building or another street.
http://nvsos.gov/SOSEntitySearch/CorpDetails.aspx?lx8nvq=3NSRbjS9yzaGAd9NeLwuug%253d%253d
What one has to understand: If a corporation is incorporated in Nevada, Delaware or let's Switzerland there must not be a physical presence because it is a so-called mail-box. (Tax Reasons and as well other reasons) There are lawyers or agents giving the address for this and from each Company they get a nice fee per year.
The physical presence is where the Office is and as a rule those are different addresses.
Nestle one of the largest corporations in the world have a physical presence in Vevey - Switzerland - however are incorporated in Curracao.
We know.
The reason for DECN late in its filings have been explained.
Indeed bad luck. When they switched their Audit firm and moved to (Silberstein Ungar)they lost time. Then Silberstein Ungar became a problem and before SU lost the licence they have been acquired. DECN and some other firms chose not to move to the new firm and DECN chose a new audit firm with the name:
http://www.cgteam.com/team
But of course through this Event beyond DECN's control, they lost time again.
On August 2, 2014, the Company provided the Former Accountant with its disclosures in the Current Report on Form 8-K disclosing the dismissal of the Former Accountant and requested in writing that the Former Accountant furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether or not they agree with such disclosures. The Former Accountant’s response is filed as an exhibit to this Current Report on Form 8-K.
http://www.sec.gov/Archives/edgar/data/13156/000125529414000794/mainbody.htm
Sometimes in life you cannot be in control of Events. IMHO
Well 18.000 Dollars a day give a $ volume of 4,5 Mio versus a capitalisation of 10.5 Mio not bad. It is the Ratio of 40 %.
As said before: DECN will stay within a very narrow tradings-range until and unless one of the Points is triggered which I metioned before. Like with a Bio-Tech stock. People are waiting for the final FDA approval - once it is out of the gates, stocks explode. So those sitting on the stock and taking the risks do not have to run after. Actually very simple.
Dilution: My guess is we are at 42 Mio O/S. Strange that People think, that DECN could finance the litigation, the "pre-production" the acquisition done by Pharma-Tech, the Commercials for free. I am pretty sure it was done through debt convertible into equity. At least DECN was able to get refinanced. How many small companies can do this and this is exactly what J&J speculated at: That DECN will not get the Money. If I am right, then DECN will have no debt but equity and will have a rather healthy cash-Level.
Alone out of this logic, it would be in the interest of DECN to file, because some People interested in the stock, cannot buy the stock due to the fact, that DECN is not en-current but I guess, they soon will be or at least before 2014 is over.
Just curious. Those who argue, that DECN has no volume should look at the statistic.
The average daily volume is 71.200 or 17 Mio p.a. = 40 % of my estimated 42 Mio shs. O/S
Not many NYSE or AMEX stocks can come up this this Ratio. And we are talking here about DECN not at all volatile on the contrary but with a perfect A/C indicator going up - up.
Someday, we will know why and those accumulating the the bid now for weeks already will certainly smile, I would guess.
I have seen stocks going up with bad earnings and I have seen stocks going down with excellent earnings. The market does not trade the past and expected, the market trades expectations or perceptions. Whatever you want.
This is the reason why we have Big-Blue stocks going sideways for months because everything is priced in and we have stocks they move up and up and 1 year later the Facts are on the table to explain the reason why but then it is too late.
DECN as explained many times here is in a Patt-Situation and therefore movements and volume is rather neglect. But there are various Trigger-Points for DECN to react:
1. Settlement with Johnson and Johnson
2. Amount of compensation being paid by Johnson and Johnson.
3. Bond $ 12. 4 Mio
4. Counterclaim suit: 3-4 times of the bond value (36-50 Mio$)
5. Pharma Tech Solutions has acquired the intellectual property, trademarks, design documents and control of Genstrip which means, that in future, no royalties will have to be paid. Smart move as it allows DECN to sell their product much cheaper and still Keep a healthy margin.
6. The Genstrip can be sold under their own name but then the company can as well close deals “called private label” deals with large retail chains.
7. Secured financing for production if the bond is paid, which would mean now debt.
8. The Story will be taken up by some well-known Magazins etc.
This was expected and commented here at length. So no surprise at all.
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
(a)
The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
X .
(b)
The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
(c)
The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
PART III - NARRATIVE
The Registrant is unable to file its quarterly report on Form 10-Q within the prescribed time period due to a delay in completing its financial reporting for the period ended September 30, 2014. The registrant intends to bring all of its delinquent reporting current as quickly as possible.
I think I have the solution.
Looks to me that this Agent is going out of Business and moved , so DECN will have to Chose another one, because based on this list, they (DECN) are the only active Company left.
http://nvsos.gov/SOSEntitySearch/RACorps.aspx?fsnain=tnNv5JEym%252fkMaqruUMwKEA%253d%253d&RAName=CORPORATE+AGENTS+OF+NEVADA
This would be the right address and so it is shown as well in the Register.
(Full title of the plans)
Corporate Agents of Nevada, Inc.
4955 S. Durango Drive, Suite 216
Las Vegas, Nevada 89113
Found this same address as well with a lot of other companies. Maybe in the meantime they changed the address?
A trust account under strict legal Terms is an entitiy, where the Trustee is the legal owner. But with trusts as a rule lawyers are the Trustees. The "real benefial owner" has a power of attorney, but with no right to sign.
So, if you buy a trust, you cannot be the Trustee. You can nominate somebody as Trustee, this can be a trusted Person or a lwayer and yourself have no saying over the trust. The Trustee or the Trustees have all the saying and for this they get a nice fee up to 2 % of the assets.
My guess is that the O/S has changed from the 20s to the 40s. All other things would not be Logical.
Nobody ever should invest in something he does not feel well being invested with. This Statement fits for every Company. There are some, like me, they take risks and of course then have to accept as well setbacks but then sometimes as well the golden pot.
The present boring range actually reflects the wait and see attitude which I understand well. Let's see how this could or would Change, once the final verdict is out and once it is clear how much Money moves into the Treasury of DECN.
Again, very simple to explain the reason for the delay.
No exuses you just go and read to PCAOP Report and then you know what happend to the former Auditor. I would call this bad luck.
The old Auditor has to give up the Mandate for reasons the PCAOP Report Shows and the old firm was taken over otherwise they would have lost the licence. So with the old firm you lose precious time, the you have to move to a new Auditor and you lose as well time.
Very simple.
And by the way: In the meantime, the have beaten J&J 3 times in court.
No exuses you just go and read to PCAOP Report and then you know what happend to the former Auditor. I would call this bad luck.
The old Auditor has to give up the Mandate for reasons the PCAOP Report Shows and the old firm was taken over otherwise they would have lost the licence. So with the old firm you lose precious time, the you have to move to a new Auditor and you lose as well time.
Very simple.
And by the way: In the meantime, the have beaten J&J 3 times in court.
The reason for Admin Hold is known, because it Shows in the description.
It is with ref. to annual fees, happens all the time with companies, being this in Delaware or Nevada or wherever you go.
But I would say, it is an Admin mistake, because if it would be so, then it would not be en-current or better said: Active Very simple.
No excuses. These are the Facts.
Go back and read why the former accounting firm was taken over? Easy to find.
For this we have: pcaobus.org
Can you Forward some evidence that DECN wrote bad checks?
This is your opinion, but not the opinion from the SEC and nor from the Finra.
Delays have to be justified and believe me, DECN has enough lawyers at Hand to present the case or would you think that DECN was or is not well advised in the causa DECN versus J&J?
Why are you waiting for the filing?
.We all know, that the former auditor who was taken over (actually he lost the licence and needed a white knight) was responsible for the delay. That DECN chose not to move to the company that acquired the old one (and they were not alone) is not very special. And that the new audit firm who took over the mandate from DECN needs some time to review all, either. The new audit firm first must get all papers from the old one and the old auditor as well has to sign up on everything before the new one starts his job. That this can take months everybody knows, who ever had to deal with the SEC. You cannot force the new auditor to hurry up, as they have their responsibilities so DECN will release those filings if and when the books are cleared.
Please Forward evidence that it was a bad check
No accountant firm working for a public and in the USA listed Company would confirm what you just wrote. And no SEC lawyer would confirm it either.
It is a rather complicated process and when you have to Switch accountants then it becomes even thougher. The Sarbanes Oxley act form 2002 is actually responsible for this. And everybody reading through the Auditing Accountability and Responsibility Act" will confirm this.
Strange isn't it.
If it would be so, why then active and all the rest ok?
The perpetual subject about the delayed filings.We all know, that the former auditor who was taken over (actually he lost the licence and needed a white knight) was responsible for the delay. That DECN chose not to move to the company that acquired the old one (and they were not alone) is not very special. And that the new audit firm who took over the mandate from DECN needs some time to review all, either. The new audit firm first must get all papers from the old one and the old auditor as well has to sign up on everything before the new one starts his job. That this can take months everybody knows, who ever had to deal with the SEC. You cannot force the new auditor to hurry up, as they have their responsibilities so DECN will release those filings if and when the books are cleared.
Aly, please explain us, the findings from the Settlement. Not them amount, this we all know.
Please Forward to us, who was found guilty and on what.
Please explain to us, why nobody had to serve and why nobody became an occupational ban.
Please Forward to us, that this Mr. Berman was Held accountable for anything and please Forward to us the absolute evidence that we are talking about the same Mr. Berman.
You may understand, that there is a difference between an indictment and a final solution in this case a Settlement.
Commercial released in November 2014:
Fully agree with you, that this particular case taken up by some became ridiculous and this is the reason why I took this subject up just to show, how some agitate if it serves their purpose.
Interesting to read the big Hula-Hoop about something that took place in 1993-95 or 19-21 years ago. But reading what it is all about is not very unique it is something that happens every day and Wallstreet is full of stories where at the end companies had to pay a huge fine but with the statement, that they did nothing wrong.
The same can be said in the causa Access Health Net. This case was dismissed and closed in 2001. Those people involved had to pay a fine and with that, the case was settled. Nobody had to go to prison and nobody became an occupational ban. This a such should not be forgotten.
What has to be said: In the USA every lawyer is keen to get people on board for a class-action suit. Every day a new case is opened but then this is life: People do not like to lose money and if a lawyer shows them a carrot, they jump on board in the hope to get something back, but at the end it is the lawyer smiling all the way to the bank.
In the causa AHN were 9 defendants and reading the whole story, the so-called K.B. saga is rather a small joke, especially when reading what is going on every day in the street and the amounts involved.
To give you the example what this K.B. should have done wrong: April 1995 Garber and Berman sold 28.000 shares for proceeds of $ 225.250. At that time, the stock was trading between $ 9 – and $ 10. Afterwards the stock rose from $ 9.—to $ 14. So as a matter of fact, this K.B. was actually rather stupid as he left some nice money, actually 40 % on the table. See the chart.
But, of course as AHN towards the end of 95 went down to the rivers the so-called class –action boys smelled “insider” behaviour of the worst kind. In a class action suit, this is the easiest part if insiders sell and after a certain period the stock collapses. I suggest we all go back and study charts from 2007-2008 of so-called insider selling in the housing, banking and insurance industry. I would guess, that everybody being considered as an insider, reported the selling of shares at higher levels than they were when the stock market during the Lehman Crisis tanked. And of course as all we know, a lot then got sued as well in class action suits. Bringing an almost 20 years old story up ad nauseam is hard to digest from my point of view, the more as there is speculation if this K.B. is the same K.B. from DECN. Even if this would be proven, I would not lose 1 minute of thoughts about it. Why should I about something that took place 20 years ago and about a transaction which was not even perfect from a timing point of view. And as mentioned before, nobody from those 9 defendants had to serve time or got an occupational ban.
What one then should know as well: In an indictment there is no place for soft words. Everything is thrown at but at the end the question is: What is left? And in the causa AHN at the end, not very much was left. The moral of the story: Accusations can be done by everybody. Or as a judge in the verdict last week in the case USA versus Raoul Weil (UBS Banker) which ended with a not-guilty for the banker said at the end: When accusations are made, those doing it should check to be sure they are not the guilty ones. Sometimes it is those whose case is weak who make the most clamour. (With that he meant those who played the whistleblowers who were responsible for the case.)
Finally:
The perpetual subject about the delayed filings.We all know, that the former auditor who was taken over (actually he lost the licence and needed a white knight) was responsible for the delay. That DECN chose not to move to the company that acquired the old one (and they were not alone) is not very special. And that the new audit firm who took over the mandate from DECN needs some time to review all, either. The new audit firm first must get all papers from the old one and the old auditor as well has to sign up on everything before the new one starts his job. That this can take months everybody knows, who ever had to deal with the SEC. You cannot force the new auditor to hurry up, as they have their responsibilities so DECN will release those filings if and when the books are cleared.
There are so many experts offering all kind of wisdom to DECN that I am wondering, how DECN was able to beat J&J 3 times in court or as a matter of fact even convince the FDA about the quality of their product in the first instance.
I will try to give an explanation.
It started with a CEO who had a vision. Like those small players who challenged the big Pharmas with the issuance of Generics or those small coffee-capsules producers who challenged Nestle and now are in charge of the market.
This vision of course had to be presented to some legal minds and experts, experienced in dealings with the FDA and as well experienced how to move if and when the expected should happen, means being challenged by J&J for patent infringement. And then of course about the Risk-Reward Ratio.
We all know what happened in the meantime. DECN got the FDA approval. J&J sued – DECN fought and presently the status is 0 to 3 in favour of DECN. Rather an achievement by then by some totally neglected. That shows me, that some are not at all interested that DECN would make it, on the contrary, using the Patt-Situation for all kind of conspiracy ideas, why on earth the company is not en-current with their filings, although this subject was more than once covered and even announced with 8 K filings. It should as well be known, that most of the companies with very late in filing are in contact with the SEC and feeding them with the necessary documentation to explain the reason why. This is not outside of the box on the contrary, for this reason DECN has the status on OTC as OTC Pink Limited Information. Nothing special about this and I guess, with the kind of legal brains they have around them, well advised. If it would be the other way around, DECN as a public company would not have achieved what has been achieved up to this date. Rather a lot and I prefer to give confidence to those group of professionals than to those trying to play smart.
DECN – contrary to what some constantly try to present – is a visible and legitimate company and if somebody should question that, then of course nobody can help them. But one thing is sure, J&J in court did not fight a “ghost”, they fought DECN and they fought the management and they fought a little company who must pose a danger to J&J’s markets, otherwise they would never ever had spent so many million’s of Dollars to fight DECN’s entrance to the market. And as a remainder: The case DECN versus J&J was even part of a well know Law-Journal.
That DECN has some enemies is obvious and the reason for it as well. What cannot be, cannot be and if one cannot beat them in court, then let’s bash them in another way. But I call this the uprising of dwarfs.
Does it help: Nope certainly not, on the contrary, what becomes too obvious must be obviously wrong. Let’s take the stock price: Price-swings can be controlled for a time but not all the time because at the end the fundamentals and the perception will be in charge. As said many times: The J&J – DECN court battle is almost 2 years old and people never like uncertainty and if something is uncertain, some stay away and wait for the light turning from red to green and others make the bet and stick with it, witnessing in the meantime up and downs, as with any other stock. In the meantime, DECN behind the curtain is doing what they think is best for the shareholders or for creating shareholder-value and what their advisers think is best to be positioned if and when the final verdict is spoken. This will be the day, when the gates will be opened for the bond and maybe as well some substantial compensation from the anti-trust corner. By accident it could then all fall together within a very short period even with the filings but then for some this would then not be coincidence but again conspiracy. But then, who can satisfy everybody.
As a patient shareholder I prefer to look at those figures and then I cannot stop smiling about the good times being ahead.
The forecast for the Test strips market for the year 2017 is over 11 billion.
According to GlobalData, the USA monitoring market will reach $12.2 billion by the year 2017. As a point of reference, in 2010, the test strips themselves accounted for close to 90% of the total market value. Therefore, over $11 billion will be up for grabs in 2017 on the sale of test strips alone.
As we know, Lifescan owned by Johnson and Johnson controls 26.5 % of this market or translated back to 2017 $’s 2.9 billion.
Every business man, entering a market with a similar product of quality but lower pricing works out a probability study that shows him the possible potential of market penetration. Nothing unique, it is done every day and in every industry. That is how market works.
If DECN would be satisfied with 5 % through the channels available to them the figure then in play would be $ 145 Mio with a 20 % margin = 29 Mio net profit.
Do you think, J&J would have taken all the pain to go after DECN if they would not have come to the conclusion, that DECN could grab a minimum of 5 %? Why spend millions in litigation and risk your reputation in the markets with the risk of getting hit in court, when they cannot put a value to this case? This is not how it works in the board-rooms of companies. Such Kind of expenses have to be well explained.
Yep I see it.
I would guess, there is no trading today after this announcement.
Does a shareholder lose all of their equity once a Chapter 11 bankruptcy is filed by the company?
When a company files for Chapter 11 bankruptcy, the management of the company is still in charge of the daily operations. That said, significant business decisions, especially those pertaining to debt or debt securities, are sent to the bankruptcy court for approval. While the firm is in Chapter 11, its stock will still have value, but there is a temporary trading freeze. Although the stock will be delisted, over the counter (OTC) trading may still occur. In other words, the equity a broker has invested in the firm is not valued at zero, but their true value cannot be easily determined since the shares are no longer publicly traded.
If the company proceeds to file for Chapter 7 bankruptcy, the company's creditors are paid in a specific order. Generally, investors or creditors are paid in the following order:
1) Secured creditors
2) Unsecured creditors
3) Shareholders
Usually, little to nothing is leftover for shareholders after the more senior creditors are paid. However, if the company restructures and emerges from Chapter 11 as an improved organization, its share price may rise to higher levels than previously witnessed.
When a corporation is on the verge of bankruptcy, its stock value will reflect the risk that a Chapter 11 may become a Chapter 7. For example, a company traded at $50 may trade at $2 per share due to bankruptcy speculation. If Chapter 11 is actually filed, the stock price may fall to 10 cents. This value is composed of the potential income that shareholders may receive after liquidation and a premium based on the possibility that the firm may restructure and begin to operate successfully in the future. Private investors can buy and sell these 10-cent shares in the OTC market. The actual value does not reach zero unless the probability of restructuring is so low that a Chapter 7 filing is sure to follow.