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WTF, JPM about to hand out over $24billion in bonus monies and this $4b will hurt them, give me a freaking break pal.
JPM's argument just really proves to me they did not really know what they purchased via the FDIC. Fools rushed in and thought WAMU would just roll over. So you see they want discovery now and the all the records now but they really should have done their homework when they decided to buy a pig in a poke. So they are the ones at fault along with the FDIC, now they want to cry over spilt milk, and cannot grasp that they are the ones not performing due dilligence on what they bought. Too late now, if the Judge cannot see that even if WAMU recordkeeping was not up to JPM standards makes no difference in that JPM smartie pants did not know what they in fact purchased, they are just a culpable and should return money they received that is questionable at best.
Beacon, Thank you for bringing back to earth from my frustration overall. Just a bad week for me so far, you know what I mean I am sure.
Too Funny, all this time we have been waiting for news of this settlement and we finally get it and BOOM down we go. Too Funny to even comment. Been here forever and a day. Be the same next year, no upside here, gone.
Sounds to me like payoff money from the Fed to JPM for the FDIC screw up of the takeover without due diligence. I would say JPM now is fully funded to pay for the FDIC error of their ways without the FDIC being ridicled in public. It's almost that obvious to me. Good news perhaps for JPM to settle with our WAMU. GLTA
Still Declining in value I see. Good Luck to all longs here including myself we need it. Again nothing to see here shows over, or is it?
I bought in at .04 cents 10K shares sold 2K and doubled my money, now riding free 8K shares, small position here should have loaded the boat but hey I'll take it.
Sounds real crazy to me but with all the good news we continue to go down. How do we make money going down? Hmmm must be a new technique NEOM knows but is not sharing with its true investors. Maybe we should ask them.
Aren't we heading in the wrong direction here folks, with all of our patents in our pockets and great deals with other companies and court decisions we will be winning. This should be rocketing on up there to the stratosphere. Oh well just another penny stock I guess all BS and no substance as usual poorer that the poor slobs that invested in this loser.
So much for patents, hey NEOM.
This stock reminds me of the space program always delaying their launches. Oh well nothing but time on our side for this to takeoff once they are not in court doing battle over proprietary wares.
From Yahoo Board: Rotella.
Part 2: Continued
Rotella appears to be the front runner on a shortlist of people that may fit the 'mole' scenario put forth in the Texas Action Suit.
See link below:
http://seattletimes.nwsource.com/html/bu...
“According to yet another longtime executive, Rotella became involved more than most top bank executives when the mortgage sales staff complained about applications that were declined. More than once, Rotella pressured credit officers to reverse their decisions, this executive said. "Steve Rotella created a culture of fear" WaMu had five chief credit officers during the less than 4 years Rotella was at the bank.
Which brings me to my next point....
"WMB had 5 chief credit officers during the less than 4 years Rotella was at the bank"
I've searched and searched for these 5 Chief Credit Officers (CCO) and the only one I could locate was: John McMurray
This find was of particular interest to me because it is a direct link to one of the 'Chief Credit Officers" that Rotella had pressured to reverse decisions on faulty loans...or so the story goes.
So John was a "Cheif Credit Officer" and then John was promoted to Chief Risk Officer. John replaced Ron Cathcart who resigned after having worked with WMB from 2004 until 4/2008. Ron's resignation motive was never stated and remains unclear. John who was a chief credit officer interacted with Rotella and played a large role in the 'toxic mortgages' that were at the 'root of WMB's unwinding', yet he was promoted.
1. WMB hires Rotella from JPM
2. Rotella hires Schneider
3. 5 Chief Credit Officers depart their position during Rotella's less than four year run (for unknown reasons)
4. One of the chief credit officers who stood, John, is promoted to that of Chief Risk Officer despite his 'poor' success as a credit officer and the dwindling status of WMB
5. John remains Chief Risk Officer for 3 and a half months then WMB is seized by OTS. As Chief Risk Officer and Chief Credit Officer some of his responsibilities included: "leading the company's overall strategy and working with the business to achieve appropriate balance between risk and expected return."
http://www.seattlepi.com/business/361135...
So another player who interacted with Rotella (and his interesting strategies/priorities) gets promoted, has the major responsibility of ensuring WMB manages their risks properly, WMB is said to have failed because of giving out 'risky loans'; inclusive of option arms. http://www.marketwatch.com/story/wamu-fa...
So the person that was suppose to manage risk; does not (if in fact WMB failed because of high risk lending) the bank fails. Then JPM keeps him; someone that had always played a part in containing/eliminating risk for WMB.
http://www.reuters.com/article/businessN...
"JP Morgan will be hiring several senior Washington Mutual executives ...John McMurray, chief enterprise risk officer; David Schneider, president, home loans"
Take the person who was hired by Rotella and keep him as head of retail banking with your team. Then take one of the people that directly interacted with Rotella about lending, the person that is responsible for assessing risk and keep him (though he clearly failed) and keep him in charge of assessing risk.
This indicates one of two things to me:
1. JPM doesn't believe that WMB failed because of risky loans and toxic mortgages and wanted to keep the skilled people (thinking it wouldn't come back to bite them)
2. JPM thinks/knows that they owe these people a bit of gratitude for the damage they did internally at WMB, allowing for the OTS/FDIC to provide JPM with WMB for a discounted rate.
Would not the good of the country be what they did for AIG, GM, Bank of America, JPM, Chrystler, why was that in the best interest of the country but not WAMU. I'll tell you why because they thought they could get away with it then, but found out it was the wrong thing to do. So their whole gameplan changed for these others because they realized what they did to WAMU was totally wrong way to go about it.
Also Jeff Cohen sounds a tad Jewish to me as well. These folks stick together and make fortunes. In due time all.
Best Post ever, because it makes sense.
If I read these numbers correctly they have spent $30 Million dollars on different law firms and their case? Seems like a lot of money to spend if one was not pursuing things to the end. There is also a link posted on Yahoo Board about this filing only with different data on Board of Directors and change of fiscal year. I think something has been finalized in my opinion that is why the filing's on Friday. JMHO. Hope it is good for commons and all.
Riding free shares now so it can do whatever it wants to do from here. I'm long and all in til $$$$$$$$$$$$$$$$$$$$$
Anyone hear about Unilever and what they are selling? Sounds like another imposter waiting for NEOM to sue them over their patent rights again, back to court I guess. WOW
Is there any GM Preferred Stock symbols I can look into buying? Anyone? If commons do end up being worth zero after the filing how about the preferreds? Anyone.
The Illuminati hard at work behind the scenes once again.
That sounds reasonable enough to me, but will that occur and will others gracefully accept that decision? That is the unknown.
No I am not suggesting that, but it would appear that this has become a difficulty perhaps they did not expect to have or had no forethought as to the number of groups going to do the same thing without thought of a patent. I don't understand if this company I have invested in is so smart that they did not anticipate such others doing the same thing either illegally or against their patent process and due diligence.
Like I have stated here before with so many entities, not just companies putting 2D bar codes on their documents and sites and products, how does NEOM protect their patent? Impossible in my mind, you need lawyers in every country on earth to catch those using it without paying some sort of fees. Same fees overseas versus U.S. Whom will take all this court time and costs to accomplish this? Seems insurmountable to me. Too bad.
We all invested here in one way or another based on the use of the 2D barcoding and it's use in the marketplace. There seems to still be some use to this patent even given all the blah blah blah by Srowen lately, (who in my mind is here because there is a Fear Factor involved and he is looking for info and to put out info for some unknown reason) maybe because we have the correct patent, right, wrong, or indifferent as it may be to some, NEOM owns it. If some of us make money from it and it succeeds based on the patent they own then so be it, if it does not then so be it. Srowen thank you for sharing with this board but I for one am staying put and have my own opinions as to why I am here, and they have nothing to do with any of your blah blah blah bantering. GLTA here.
Makes more sense here than most, that being of the commons sense variety. Very good info and reminder there. Top of the field people working for NEOM means they are not wasting their time there I agree wholeheartedly, do not be swayed by golden images depicting my name for I am NEOM. Good call.
Remeber one thing two folks developed gaming software in the garage and now are billionaires, money will come.
When a company creates and develops a product that actually works it matters not what these numbers show for market cap it's supply and demand at the moment. Fools rush in and all that garbagio. I say with as great a product as this is big boys will enter in here and scoop this baby up.
Exactly my point as well, thank you. They must be worried to a certain extent about this all now. Something must be up and it may turn out to be great news for us. Google sends messenger here on this little stock board tells you all something don't it? I think it does, keep it up srowen good job in providing this board news of the concern by Google.
It proves how much this will cost Google in the end, that is why this person is commenting here. No case, just misleading and twisting the reality is all. Thanks for trying pal but move on we know what we own here.
Gary thank you for the post and link that was new from Saturday May 9th, 2009, so it is great news for all, and yes keep up your due diligence please, we need a cheerleader sometimes.
Look above these posts to find GNBT BC Vaccine, don't you read anything, sorry but it's right under your nose person.
Foreign divisions not included in BK only American divisions.
Also the market is always forward looking so I would have to agree that the numbers out were already expected by the PROS and has been taken into account and now Q2 will get this to where it is going. GLTA.
Geez you sound like me, where have I heard their PR department sucks at everything, ME.
Voted no by proxy online today. eom.
OK Remind me not to post anything again on this board you all attacked me for posting a simple article about C11 companies and what happens to the commons, was not meant as an attack on this board but rather for information for all. You folks are way to sensitive for crying out loud. I am long here enough said. Go back to your banter now.
Commons usually get cancelled and new shares issued in companies coming out from C11. It's a historical message, sorry so long but the link I could not get it to work for you folks here.
Tide Has Turned on Deepening Insolvency
Courts Now Rejecting Theory as Valid Cause of Action
by Michael Klein, Ronald R. Sussman
Feb 1, 2008
(TMA HQ Chicago)
Sixteen years ago, the Delaware Chancery Court’s decision in Credit Lyonnais Bank Nederland v. Pathe Communications Corp. , 1991 WL 277613 (Del. Ch. 1991), helped introduce the terms “vicinity of insolvency” and “zone of insolvency” into the lexicon of the legal and business communities.
Based in part on this decision, the 3d U.S. Circuit Court of Appeals in 2001 rendered its decision in Official Committee of Unsecured Creditors v. R.F. Lafferty & Co. Inc., 267 F.3d 340 (3d Cir. 2001), one of the first decisions to uphold the validity of deepening insolvency as an independent cause of action. In the years since Lafferty was decided, deepening insolvency as a cause of action has been oft-criticized and controversial.
At its essence, the theory of deepening insolvency refers to the prolongation of a corporation’s life or expansion of its debt while it is in the zone or vicinity of insolvency in a manner that results in further dissipation of assets and, in some circumstances, a costly bankruptcy filing. Since the Lafferty decision was published, courts have dealt with the evolving theory of deepening insolvency in several ways.
Several federal courts, interpreting state law, have recognized deepening insolvency as a valid cause of action. See, e.g., OHC Liquidation Trust v. Credit Suisse First Boston (In re: Oakwood Homes Corp.), 340 B.R. 510, 531 (Bankr. D. Del. 2006) (holding that Delaware, New York, and North Carolina courts would recognize deepening insolvency as a cause of action); In re LTV Steel Co., Inc. et al., 333 B.R. 397, 422 (Bankr. N.D. Ohio 2005) (determining that deepening insolvency would be a valid cause of action under Delaware and New Jersey law). Significantly, however, a growing number of courts have regarded with disapproval causes of action based on deepening insolvency and creditor lawsuits against directors of companies operating in the zone of insolvency generally.
Indeed, two important recent decisions of the Delaware Supreme Court have curtailed the ability of creditors to bring suit successfully against an insolvent company’s directors, officers, and lenders based on the theory of deepening insolvency. These decisions have been seized upon by courts that have rejected deepening insolvency as an independent cause of action. This emerging body of decisional authority may well foretell the end for deepening insolvency as a valid cause of action.[1]
Delaware Decisions
In September 2006, the Delaware Court of Chancery issued a decision in North American Cath. Educ. Programming, Inc. v. Gheewalla, et al. , 2006 WL 2588971 (Del. Ch. Sept. 1, 2006), holding that creditors could not bring a direct action for breach of fiduciary duty against directors of a corporation in the zone of insolvency. In May 2007, the Delaware Supreme Court affirmed the Chancery Court’s decision and made three key rulings:
When a corporation is in the zone of insolvency, creditors may not bring a direct action against the directors for breach of fiduciary duty
When the corporation is in fact insolvent, creditors have standing to maintain derivative claims against directors on behalf of the corporation for breaches of fiduciary duties
Even when a corporation is insolvent, creditors have no right to assert direct claims for breach of fiduciary duty against the directors. See Cath. Educ. Programming, Inc. v. Gheewalla, et al., 930 A.D.2d, 92, 94 (Del. 2007).
In so doing, the court noted that Delaware courts traditionally had been reluctant to expand existing fiduciary duties owed by directors to creditors.
[C]reditors are afforded protection through contractual agreements, fraud and fraudulent conveyance law, implied covenants of good faith and fair dealing, bankruptcy law, general commercial law and other sources of creditors rights… Accordingly, the general rule is that directors do not owe creditors duties beyond the relevant contractual terms.
Id. at 99 (internal quotations omitted).
In addition, the court noted that when a solvent corporation is navigating in the zone of insolvency, the focus of Delaware directors should not change. The court stated that “directors must continue to discharge their fiduciary duties to the corporation and its shareholders by exercising their business judgment in the best interests of the corporation for the benefit of its shareholder owners.” Id. at 101.
Although it did not address deepening insolvency directly, the court’s decision in Gheewalla signaled, for the first time, the Delaware Supreme Court’s willingness to definitively address the issue and to provide guidance to corporate directors with respect to their potential liability within the zone of insolvency.
In August 2007 the Delaware Supreme Court released a two-page order affirming the Delaware Chancery Court’s decision in Trenwick America Litigation Trust v. Billet, 906 A.D.2d 168 (Del. Ch. 2006), which held that there is no valid cause of action for deepening insolvency in Delaware. Rather than write its own opinion, the Delaware Supreme Court ratified the Delaware Chancery Court’s decision “on the basis and for the reasons assigned by” the Chancery Court.
The Delaware Chancery Court’s decision held that Delaware law does not recognize deepening insolvency as an independent cause of action “because catchy though the term may be, it does not express a coherent concept.” Id. at 174. The court noted that the concept of deepening insolvency has been discussed at length in federal jurisprudence, “perhaps because the term has the kind of stentorious academic ring that tends to dull the mind to the concept’s ultimate emptiness.” Id. at 204.
In support of this conclusion, the court noted that (i) Delaware law imposes no obligation on the board of a company that is unable to pay its debts to liquidate its assets; and (ii) Chapter 11 of the Bankruptcy Code recognizes that an insolvent corporation’s creditors may benefit if the corporation continues to operate in hopes of turning things around. Id.
The court ruled that “even when a firm is insolvent, its directors may, in the appropriate exercise of their business judgment, take action that might, if it does not pan out, result in the firm being painted in a deeper hue of red.” Id. at 174. “The fact that the residual claimants of the firm at that time are creditors,” the court reasoned, “does not mean that the directors cannot choose to continue the firm’s operations in the hope that they can expand the inadequate pie such that the firm’s creditors get a greater recovery.” Id. The court then concluded that, under Delaware law, deepening insolvency “is no more of a cause of action when a firm is insolvent than a cause of action for ‘shallowing profitability’ would be when a firm is solvent.” Id.
In so ruling, the court made clear that when operating in the zone of insolvency, directors should not be held liable for damages incurred by creditors as a result of the company’s failure to remain profitable, even though the directors’ fiduciary duty extends to the company’s creditors:
The incantation of the word insolvency, or even more amorphously, the words zone of insolvency, should not declare open season on corporate fiduciaries. Directors are expected to seek profit for stockholders, even at a risk of failure. With the prospect of profit often comes the potential for defeat.
So long as directors are respectful of the corporation’s obligation to honor the legal rights of its creditors, they should be free to pursue in good faith profit for the corporation’s equityholders. Even when the firm is insolvent, directors are free to pursue value maximizing strategies, while recognizing that the firm’s creditors have become its residual claimants and the advancement of their best interests has become the firm’s principal objective. Id. at 174-75.
The Chancery Court justified its ruling in part by observing that “[c]reditors are better placed than equityholders and other corporate constituencies (think employees) to protect themselves against the risk of firm failure.” Id . Indeed, the court noted that existing equitable causes of action for breach of fiduciary duty and existing legal causes of action for fraud, fraudulent conveyance, and breach of contract “are the appropriate means by which to challenge the actions of boards of insolvent corporations.” Id.
Trenwick’s Impact
The impact of the Delaware Chancery Court’s decision in Trenwick already has been felt, as federal courts throughout the country have rejected the theory of deepening insolvency as an independent cause of action. In concluding that Ohio law would not recognize deepening insolvency as a cause of action, a Bankruptcy Court remarked:
Deepening insolvency as a cause of action remains vague and convoluted. Certainly, the central ideology of the theory is true: actions taken which worsen the financial condition of an already insolvent corporation may harm the business and its constituents. However, recognizing that a condition is harmful and calling it a tort are two different things.
In re Amcast Indus. Corp. et al., 365 B.R, 91, 118 (Bankr. S.D. Ohio 2007) (characterizing the tort of deepening insolvency as a “complete redundancy”).
Likewise, the court in In re James River Coal Co. et al, 360 B.R. 139 (Bankr. E.D. Va. 2007) ruled that Virginia law does not recognize the tort of deepening insolvency, noting that “[t]he Board of Directors must remain free to exercise its good faith business judgment that will allow it to pursue strategies the board views as sound to turn it around.” Id. at 179.
The Trenwick decision and its progeny signal that the tide has turned and courts are increasingly reluctant to recognize deepening insolvency as a legitimate stand-alone cause of action. Accordingly, creditors seeking to bring claims against the directors and officers of a corporation in the zone of insolvency likely must base their claims on traditional causes of action, such as breach of fiduciary duty, fraud, fraudulent conveyance, and breach of contract.
The decisions cited in this article also provide clarity and a degree of comfort for directors and officers operating a corporation in the zone of insolvency. Indeed, the Delaware Supreme Court and other courts following its lead have endorsed the trend to limit the post Credit Lyonnais expansion of liability for directors of nearly insolvent corporations.
Although questions regarding the validity of deepening insolvency as a viable measure of damages remain unanswered, these recent decisions provide meaningful guidance on how directors of financially troubled corporations should discharge their fiduciary duties.
_____________________________________________________________
[1] This is not to express a view regarding the continued viability of deepening insolvency as a measure of damages. See e.g. In re Amcast Indus. Corp. et al., 365 B.R, 91, 119 n.19 (Bankr. S.D. Ohio 2007)(“While declining to recognize deepening insolvency as a valid cause of action, the court believes that the concept may be useful as a measure of damages for breach of fiduciary duty or commission of an actionable tort.”); Alberts v. Tuft (In re Greater Southeast Cmty. Hosp. Corp.), 353 B.R. 324, 338 (Bankr. D.D.C. 2006) (“Unless and until this court is told differently by a higher court in its own circuit, deepening insolvency will remain a viable theory of damages in this jurisdiction[.]”); In re Southwest Florida Heart Group P.A., 2006 Bankr. LEXIS 1556 at *5 (Bankr. M.D. Fla. July 6, 2006) (stating that issues of deepening insolvency are relevant only to the measure of damages).
Sorry if link does not work in here I tried but good article cannot get it to work in my previous message either, have to type it in I guess do a little work.
Tide Has Turned on Deepening Insolvency Courts Now Rejecting ...
Feb 1, 2008 ... Newsroom · Publications. Turnaround Management Association Headquarters. 150 South Wacker Drive Suite 900. Chicago, Illinois 60606 ...
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Companies that emerge from C11 and what happens to their common shares.
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Companies whom emerge from Chapter 11 and what happens to their common shares.
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