STILL No website? Come on man.

What Is Breach of Fiduciary Duty?
Breach of fiduciary duty occurs when someone has a responsibility to act in the interests of another person and fails to do so.

There are four breach of fiduciary duty elements.

Duty
A fiduciary duty is the responsibility to act in the interests of someone else. To establish that a fiduciary duty existed, you need to show that there was a special relationship of trust between you and the other party.

Examples of such relationships include those between an employee and employer, an attorney and client, and a trustee and beneficiary.

Breach
Next, you need to show that the other party violated their fiduciary duty by doing something contrary to your interests.
Damages

You also have to show that you suffered a loss. If the breach did not actually affect you in any way, you cannot recover damages.

Causation
Finally, you have to show that the breach of fiduciary duty directly caused the damages you suffered.

If you suffered damages but they were unrelated to the breach or were not a foreseeable result of the breach, you won’t be able to recover.

Breach of Fiduciary Duty Examples
Many types of fiduciary relationships can arise in a business context. The following breach of fiduciary duty examples represent some of the most common.

Agents and Employees
One of the most common fiduciary relationships is that of agent and principal. An agent can be anyone who takes on a responsibility to act on another’s behalf.

They have a fiduciary duty to further the interests of the principal and not act contrary to those interests.

Employees are considered agents of their employer, who is the principal. Non-employees can also be agents if they agreed to act on behalf of a company or individual.

For example, if you have independent contractors or you have hired an outside firm to do work for you or negotiate on your behalf, those people could be considered agents.

Common examples of an agent breaching a duty to a principal include:

Sharing an employer’s trade secrets;
Failing to follow the employer’s directions;
Improperly using or failing to account for employer funds;
Acting on behalf of a competitor;
Failing to exercise care in carrying out duties; and
Profiting at the employer’s expense.
If you hire someone to work for you, you should be able to rely on them to act in your best interests. If they fail to do so, you may be able to recover for any resulting damages.

For example, if an employee lured clients away to work for another company, you could get damages for any loss of business or goodwill.

Partners
Partners have a fiduciary duty to act in the interests of one another and the company. Partners can breach this duty by doing things like:

Mismanaging, comingling, or failing to account for company funds or assets;
Exposing the partnership to liability through negligence or malfeasance;
Damaging the goodwill of the company through illegal or wrongful behavior;
Concealing important information from partners;
Failing to disclose conflicts of interest; or
Self-dealing, such as taking a business opportunity from the partnership for their individual benefit.
Partners need to be able to expect that all other partners will do their best to help the company succeed. If you have a partner who is consistently careless or, worse, sees your company as their own personal piggy bank, it’s not something you can ignore. A partnership attorney can help you understand your options and take action to protect your business.

Board of Directors
Every corporation has a board of directors that is elected by the shareholders and makes decisions on behalf of the company. In closely-held corporations, the board is frequently made up of majority shareholders. However, in larger corporations, board members are more likely to include other professionals who have been brought in to manage the company.

No matter how the board of directors is comprised, its members have a fiduciary duty to act in the interests of the company’s shareholders. A parallel duty applies to managing members of an LLC to act on behalf of all other members.

Many of the same types of breaches that occur in the partnership context can also occur with members of a board of directors. Additional examples include:

Preventing shareholders from exercising their voting rights;
Denying shareholders access to records;
Refusing to pay dividends;
Voting unreasonable compensation for themselves; and
Taking wrongful actions to force out minority shareholders.
If the board of directors or individual board members have breached a fiduciary duty to the shareholders, the shareholders can bring a lawsuit to protect their interests.

Very good post. A few have been saying this for years now, but there are a few who will tell you it's part of a master plan and keep buying keep buying. For what?

Deemed Dividends



During the years ended December 31, 2021 and 2020, the conversions of preferred stock triggered a further reduction in the exercise prices of debentures and warrants containing down round provisions that had not already ratcheted down to their floor. In accordance with U.S. GAAP, the incremental fair value of the debentures and warrants, as a result of the decreases in the conversion/exercise prices, was measured using Black Scholes. The following assumptions were utilized in the Black Scholes valuation models for the year ended December 31, 2021: risk free rates ranging from 0.04% to 0.85%, volatility ranging from 25% to 574% and terms ranging from one day to three years. The following assumptions were utilized in the Black Scholes valuation models in the year ended December 31, 2020: risk free rates ranging from 0.09% to 0.13%, volatility ranging from 170.3% to 295.2% and terms ranging from 0.10 years to 1.65 years. The incremental value of the debentures and warrants as a result of the down round provisions of $490.2 million and $256.4 million were recorded as deemed dividends for the years ended December 31, 2021 and 2020, respectively.



In addition, deemed dividends of $0.3 million were recorded in the year ended December 31, 2021 as a result of the issuance of warrants to acquire 4,750 shares of the Company’s common stock in connection with the exchange of Series M Preferred Stock into the Company’s common stock, as more fully discussed in Note 12. The fair value of the warrants at issuance was calculated using the Black Scholes valuation model using the following assumptions: risk free rate of 0.41%, volatility of 364% and a term of three years.



The Company extended certain common stock warrants during the year ended December 31, 2021, resulting in deemed dividends of $0.3 million. The fair value of $0.3 million was determined using the Black Scholes valuation model using the following assumptions: risk free rate of 0.05%, volatility of 230% and a term of six months. In addition, deemed dividends of $11.2 million were recorded in the year ended December 31, 2021 as a result of the extension of warrants issued with the March 2017 Debentures per the terms of the November 2021 Exchange Agreements. The fair value of these warrants was determined using the Black Scholes valuation model with the following assumptions: risk free rates ranging from 0.05% to 0.525%, volatility ranging from 317.5% to 323.2% and an extension term of 2.0 years.



Deemed dividends of $2.0 million and $2.4 million were recorded in the year ended December 31, 2021 as a result of the issuances of the Series O Preferred Stock and the Series P Preferred Stock, respectively, and deemed dividends of $3.2 million and $3.7 million were recorded in the year ended December 31, 2020 as a result of the issuances of the Series M Preferred Stock and the Series N Preferred Stock, respectively. Deemed dividends recorded in connection with the issuances of preferred stock are more fully discussed in Note 12. Deemed dividends are also discussed in Notes 2, 3 and 11.



Note 12 – Stockholders’ Deficit



Authorized Capital



As of December 31, 2021, the Company had 50,000,000,000 authorized shares of common stock at a par value of $0.0001 and 5,000,000 authorized shares of Preferred Stock at a par value of $0.01.



Preferred Stock....

"Plaintiffs allege that as a result of the Third Amendment to the PSPAs, it became impossible for private shareholders to ever receive any dividend or liquidation distribution from Fannie Mae and Freddie Mac, regardless of the profitability of the companies. Plaintiffs allege that the Third Amendment was implemented just as the housing market was recovering and the companies were returning to robust proficiency and that the Defendants' conduct in agreeing to the Third Amendment just as Fannie Mae and Freddie Mac were returning to profitability violated the contractual implied covenant of good faith and fair dealing inherent in Plaintiffs' stock certificates."

"your misinterpreting the statement- P are first-- IF IF IF any are given."

Did you miss that bottom part?


(You)
Quote:
"preferred P-- has NOTHINg to do with COMMON shareholder"




(SEC Filing)

"No cash dividends shall be paid on the common stock unless the Preferred Accruing Dividends are paid."



They get paid, we get paid. Simple. Clown. ;) :p




If they don't at least losses are claimable.

But something is in the works to my suspicion aside from another nosedive.

It held above 1 for a bit.

"preferred P-- has NOTHINg to do with COMMON shareholder"