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Here’s a compelling reason why NWBO might not win this case. Phunware is a mirror image case with the same counsel (L. Posner), adjudicated in the same district (SDNY) and making the same conclusory allegations, according to defense counsel.
This case was recently dismissed by Judge Dale Ho in April.
Vice Chancellor Laster speaks to that exact point:
Thanks for the correction.
Douchebag is right.
I got verklempt.
Apologies to the Germans.
Oh, I know that.
I already have a list of multi aliases that they use. Despicable really.
:)
I’m the one that’s been threatened. And I have the receipts.
It’s interesting in the proxy that management justifies their true up because they felt threatened. That will open them up to discovery over their social media strategy is my guess.
Exposed as what?
This is further evidence you are lying. I’ve already been doxxed moron and you’re part of that circle that knows me and I know them.
Be careful dude, or we might meet at that trial over their alleged self dealing. Consult with Crash if you want to pursue this line of discussion.
Bullshit.
Dark forces….hahaha!
Naive duetschbag.
I liked you better when you had your private message boards.
A true up is not normal, certainly one that is so large with the majority allocated to the CEO and the GC.
That’s why the self dealing lawsuit has a trial date set. Read the proxy, I believe it gives the date.
How many times has NWBO and Toucan been sued? How many times has LP been a named defendant in those lawsuits?
Deutschbag.
I was actually senior class president in high school.
Strange, but true.
The opposite of love is not hate, it’s indifference.
In response to Kab:
I had suggested earlier that the vote for the True-up may be moot, simply because Vice Chancellor Laster has already stated in the transcript that the alleged true-up is not a thing. The vote may be basically ineffectual. And if VC Laster is the judge at the trial not sure he would change his mind?
Nevertheless, the proxy is full of references from the transcript that the option grant was indeed a True up to in effect make-whole management and the directors; this despite the company not making sufficient representation that the option grant is a true up. Their legal strategy must be to thread a needle to say that shareholders are being told it’s a True-up even though management is not saying it is. Heads I win, tails you lose? Maybe?
I never said spoofing is legal. What I said is what may look like spoofing to a novice is actually normal trading given how HFT functions (order, execute or cancel) within nanoseconds.
The feeling is mutual, but glad we typically ignore each other. I do owe you a response about the proxy vote.
I want to think about it for another day or two.
I will save this post of yours for when the MTD is granted. I’ll file it under all the others assertions you make that never come to fruition. It’s very difficult to show loss causation when a stock is traded OTC and there are other factors at work, such as the constant dilution of the share count. That’s what came through in the responses.
Not every trade is executed even via HFT, so what looks like spoofing to you is just a normal function of those platforms. You really don’t understand how HFT works in the real world. Series 63, big shit.
The market makers already had one MTD granted that required NWBO to amend their complaint. And counsel’s arguments that NWBO can’t show loss causation are very convincing.
I would say Drop the Mic convincing,
This company is having difficulty get past the MTD for the spoofing case, which I now suspect will be granted. If they can’t event get past that in a civil case, what makes you think that SEC and DOJ will ever have sufficient evidence to bring a criminal case for spoofing against those same market makers?
The underlying problem with the market makers is HFT. But that’s a different subject, albeit related.
I’m amazed by it.
I don’t think we’re doomed as a country per se.
Really?
Read the proxy and Judge Laster’s comments. And tell me if he’s victim blaming?
You should know better.
Of course a post that encourages accountability is pooped on.
Not surprised.
As you know Idunknow, when management is held accountable, you improve the odds for better outcomes in the future.
You see, this is contrived.
Sad.
Look, some people don’t understand business and the impact that corporate governance can have on outcomes and corporate goals. I get that, and sorry you don’t understand. But you can understand why I might be skeptical given the subject matter and your reaction. Just doesn’t seem to align,
Still, very heavy handed over management compensation.
So my apologies in advance, but it does make me wonder about your motives.
Wow, a little heavy handed over the subject of officers’ compensation.
Hmmm?
I’ve had plenty of family and friends die of cancer. The reason you should vote No is that those actions and behaviors as best exhibited by the true up actually get in the way of advancing the cancer treatments that they are responsible for moving forward.
If I didn’t have a penny invested, I wouldn’t feel any less strongly about this issue.
If I have time, I’ll respond why I believe a “No” vote is in the best interest of common retail shareholders. It’s more than just the dilution, which is well beyond excessive in my opinion. When I read Vice Chancellor Laster’s transcript I have to admit that I felt a little vindicated, but I was also deeply concerned about events.
I’m still very long in this stock, and have actually added a few more shares. If my wife knew that, she would beat me silly with her cricket bat after quoting Samuel L. Jackson in Pulp Fiction.
You need to be more positive like me :)
I agree. This is a stock dying of thirst in the Mojave Desert. Almost any news that’s positive and offers water — even in the smallest way — makes a big difference at least in the short term.
What really moves the needle are things like approvals and partnerships — to name but two from a long list of potential drivers.
When Crash hinted at news, I was expecting a listing on the newly formed Texas Stock Exchange. But instead we got this. Don’t ever ever (and I mean never ever) underestimate Crash!
Doesn’t move the needle much given the long timeline before any fee income can be expected. Albeit, positive in general, I guess.
In any event, in my opinion, there are several reasons in the proxy for why the true up is a No (Against) vote.
I’ll try to post this evening why the vote “Against” has more to do with corporate accountability and less to do with financial reward or dilution, depending upon your perspective.
Here’s better advice: read the entire proxy, especially V. Chancellor’s transcript.
The more I think about this given what QL wrote and what the judge said, the vote for the true-up may not even be relevant to the litigation. Reason being you can’t vote in favor of something that’s not permissible to begin with, which is how I interpret V. Chancellor Laster’s remark that a True-up is not a thing. Not sure he means it’s not legal or just not something that is recognized as a reason to compensate management.
You could all vote Yes in the proxy to club me with a baseball bat, but that would still be illegal in most states, including Delaware. Texas maybe not?
That makes perfectly good sense.
In my opinion, they received very bad legal advice. Now they’ve opened themselves up to further discovery.
It’s such a bad case for the company and shareholders on so many levels, perhaps a resounding “Against” vote would force them into a settlement and a claw back for all or a substantial number of those options. And this would no longer be a distraction to anyone.
Not a lawyer, but my guess to why they don’t admit to or represent this as a true-up is that the judge has already opined that a True-up “is not a thing.” So if a true up is not a thing and perhaps not permissible as a starting point, then maybe informed consent becomes moot regardless of the vote on the proxy.
The lawsuit and enumerated allegations are very damaging, not just in financial terms either.
Seriously?
Musk sees himself as saving the world. But not so sure his true ambition isn’t to control the world.
All I know is I wish my broker would have sold my Tesla stock last year.
I now live next to a charging station, so I’m tempted. But Musk carries a grudge and has a long memory, so I might go with another EV make. As it is, I already don’t have full control when I’m driving.
Okay young man, I don’t want to slow down your homework assignment. But I’ve also attached the website for Advent as a response to the question about it not being a self sufficient asset.
https://www.adventbio.uk/
Once your homework is complete, happy to answer any questions from the course materials. Although might have to wait until tomorrow.
I feel your pain.
Okay, I received my proxy for Tesla and voted against Musk’s performance based stock option award that was approved in 2018 and challenged by shareholders in the Delaware judiciary.
He’s mad at me of course, and will probably shut down my X/Twitter account — and my dream to ever make it into space and orbit the Earth is now in jeopardy, or at least more limited (I’m still on good terms with Bezos). But it’s the right thing and necessary thing to do to protect shareholder value and preserve corporate integrity. Almost the same exact lens that I view the NWBO proxy after a complete reading.
Would that be news of the reincorporation in Texas or the listing on the newly
formed Texas Stock Exchange? Ticker:TruUp.