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I'd say that's a pretty fair analogy.
Rob Howe diluted just over 600 million after the deal with Chanbond. I'll dig through the filings this weekend. It's possible, though, that Carter dumped 10% or 20% of his shares into the market at some point, since he thought he was getting 20% off the top, based on self reported numbers AJ gathered, and I know there are some shareholders not on here who haven't reported to Tony who are holding.
The Delaware filing shows the 6 billion AS and 10 million preferred, but doesnt reflect the OS, if I remember correctly. You should have it somewhere. You're the one who sent it to me.
Sole voting power, even if a party owns 99% of the shares, has no affect on SEC regulations (as we should all be aware by now) or federal securities laws. He still has a fiduciary duty to the remaining shareholders. There isn't a different set of rules for individuals with sole voting power.
Carter is the sole member of UnifiedOnline! LLC, which is a separate company incorporated by Carter in April 2015.
There were only a billion shares outstanding when Carter was awarded the 904 million in April 2015. The additional 600+ million weren't dumped into the market until after the deal with Chanbond was signed. I believe it was December 2015, just before Ellen Sondee resigned.
Yes, that's the company he formed to hold his 904 million shares.
It is a big deal, JBBB. UOIP is also listed as the owner of Chanbond on Supreme Court filings.
I can't help but feel the whole point in letting the stock become delisted was specifically for that reason -- to shut shareholders out.
There is a written contract, filed with the SEC, between William Carter and the company he formed to hold his 904 million shares, UnifiedOnline! LLC, and UOIP.
Didn't you just post on here the other day that I need to get a lawyer lined up and be ready to file a TRO?
Contracts can be renegotiated after a win? I'm not familiar with too many cases where that has happened. Actually, I'm not familiar with any. I know that lenders contracts are often renegotiated by companies when they're having financial difficulties or in bankruptcy, usually by the bankruptcy lawyers or judge, but never after they've had a windfall. You can't just go back to the table because you don't want to pay what you agreed to pay.
Nothing. The rest would be divided between UOIP and CBV, and UOIP's portion would be used for bankruptcy (more legal fees), in all likelihood.
I have to concur with you.
Leane's agreement was in the contract. But it was rescinded immediately after the lawsuits were filed. So cutting her back in at this point would be fraud. Carter was never given 20%. Giving himself 20% now would be fraud. Bentham was mentioned in the purchase agreement; however, the terms were not disclosed to the public. This would be a breach of fiduciary duty on the part of Rob Howe if he was made aware of the terms at the time of signing. I can't believe he would sign the agreement without a clear understanding of the waterfall. Though, again, the percentage was not mentioned in the SEC filing. The increase in the amount owed to Bentham on additional money borrowed is malfeasance and a breach of fiduciary responsibility on the part of Carter.
I'm going to continue to move forward as though Carter, Leane and the patent creators really couldn't care less about my investment in UOIP.
Trial win would be best for us. Settlement would likely be for a much lower amount, and we wouldn't know how much since it would likely include an NDA.
The roller coaster begins after trial. Or settlement.
I have a package ready to send to the FBI if Carter decides to follow through with his new waterfall ideas.
I may send it anyhow and ask them to investigate the loans from Bentham. The initial loan Leane took out was excessive, considering Mishcon took the case on contingency.
There are two scenarios that could leave us holding bags: if Carter cuts a deal, we won't have any recourse but to chase. If it goes to trial and Cox pays, Carter can disperse the funds according to the waterfall he created, which would leave us holding bags given the amount they owe, then proceed to the next case, do the same, which would leave us still holding bags. If he settles each case separately, and disburses funds each time -- pays the lawyers, Bentham, himself and CBV, and uses UOIP funds for "costs" each time, we will still be left holding bags.
I think Cox will appeal. But once we have a number, we shouldn't have any trouble finding someone to take our case.
We would have to ask the court to hold the funds.
SPACs raise money for acquisitions through IPOs. They may have a target company for acquisition. They create a SPAC, issue an IPO and sell shares or issue warrants, then acquire the target company, or companies, if they raise enough cash (I believe the issue regarding reporting of warrants is what is causing the cool down in the SPAC market).
Custodianships are generally sought for reverse mergers of existing privately held companies that want to go public without an IPO. Generally, if you were the CEO or owner of a private company and wanted to go public, you would hire a lawyer who specializes in custodianships to find a dormant shell company, take possession of the shell through the courts and sell it to you. Custodianships generally already have a company with revenues merging in, but perhaps the company would like to raise more capital for expansion. There aren't many lawyers who go through the trouble and expense of custodianship without a buyer already lined up.
Hopefully, they don't get their funds before we can file. Otherwise, we'll have to go after them as well. I think Howe may have known about the initial loan, but if Leane used those funds for personal expenses, she could be on the hook as well. And I don't think the initial loans were legal.
That and the personal loans from Bentham. Counsel has told me Dierdre's initial loan was exorbitant given Mishcon took the case on contingency.
So my question is, what is included in this agreement "between
UnifiedOnline and UO! of NC. (D.I. 535 at 5)." Is this the agreement Carter signed on behalf of UOIP and again on behalf of UO!IP gifting himself 20%? Neither the IPNav agreement nor the UO!IP agreement, i.e., the 20% they each gifted themselves, should be valid. Leane signed a rescission. And as a fiduciary for UOIP, Carter was not acting in good faith. That 20% is essentially coming from shareholders who bought the 600 million diluted shares after the contract was signed between UOIP and Chanbond. It's essentially theft.
With Cox alone, it would be about $12.5 million for UOIP (not for shareholders) and $12.5 million for CBV (the patent creators) after the attorneys, Bentham, and Carter's 20% that he decided to gift himself. Obviously, with $500 million it would be a bit more -- approx $62.5 million for CBV and UOIP. After costs (there will be costs to hire legal counsel to distribute funds to shareholders), it would be roughly 2 to 3 cents per share.
That would leave UOIP with around $12 million, .007 per share according to the waterfall, (Bentham also gets up to 25% according to the waterfall) less costs, though I doubt there would be a distribution at that point. Remember, there are 12 additional defendants.
I have a feeling our date is changing. Again.
Well, if Dierdre wins, Carter would not only definitely not get 20% of the net proceeds, but his shares would also be worthless, leaving much more for the patent creators.
The inventors will benefit more if Dierdre prevails and UOIP is cut out of the picture.
Proceeds after lawyer fees and toxic lender are split 50/50 between UOIP and CBV (the patent creators). If there is nothing left for UOIP, there is nothing left for the patent creators.
They happen to be the MM that purchases trade info from Robinhood to sell to Melvin Capital, the hedge fund that lost billions on GME, and Point72, the hedge fund that bailed out Melvin Capital, coincidentally.
CDEL has been all over every one of the tickers I'm swinging. Mostly just on the ask, rarely on the bid, so I can't believe they've been sitting on shares for months and just decided to dump them now. I've been watching them on level two. They need to make a lot of money back, and they're not going to get it back on NASDAQ or the NYSE as quickly as they will in the OTC. I hope they wrap this sh*t up quickly.
CDEL has been jumping on the ask anytime a stock moves up 5% or 10% or more, then the start lower their ask to bring it down. Probably selling shares they don't even own. It's getting annoying.
All of the filings are still on Pacer. I haven't checked in a week or so, but there was nothing new last time I checked.
Well, we really don't care about their DNA, but we'll definitely be asking for copies of any NDAs.
The fact that they're finally reporting the lawsuit in their financials now, 5 years into litigation, means they know they may have to worry about it.
If we're holding nearly a billion shares, Carter must have been dumping, either from the AS, or dumping his own shares into the market, which may be why he decided to give himself 22% of the proceeds instead.
Found this:
"Delaware corporations:
Have no minimum capital requirement
Do not require a principal place of business in Delaware
Allow one person to be the sole director, officer and stockholder
Have no residency requirement for directors, officers or stockholders"
The directors resigned in April 2016, before the contract was signed with Chanbond. The CFO, Ellen Sondee, resigned in the Spring of 2017, and the CEO passed away, leaving Carter as the most senior director. Carter allowed the stock to become delisted. Then reinstated in April 2020 with the State of Delaware listing himself as sole director.