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That was my fear. The judge has to follow the law. He can't simply order what he would like to have happen. There is no real option to fix the situation the company finds itself in other than a custodian.
Thanks, Enjoy your dinner. Will pester you with questions later.
That's OK, none of us put much stock in what Turrini says.
The Officers are the responsible for the mismanagement of the company therefore they must answer for the problems they created for the company.
During investigative testimony of May 19, 2006, Bassie testified that, while the Firm was serving as outside auditor for AMIN, Bassie was "charged with a lawsuit" involving Calypso, along with the brother of the president and chief executive officer of AMIN. Bassie further testified that the litigation arose from a reverse merger involving Calypso and AMIN management, that a dispute arose over payment, and that Bassie was given contested shares to hold pending resolution of the dispute. Bassie hypothesized that he was named as a defendant in order to pressure the president of Calypso to settle. He testified that he did not consider whether this lawsuit impaired his independence as an auditor.
The CEO is now someone named Dror. Seems to be old business.
Thanks.
Thanks for everything you have done.
One more day and we should have some idea about where the judge is looking to take the company.
Has anyone seen any of the new discovery documents? Info9? Bacatcha? Sosa? HOT? (just kidding HOT).
He didn't waffle, he threw Pierce under the bus. The guy has no integrity.
Pierce on the other hand, had no problem lying to a judge.
Principles like honesty and duty to your fellow shareholder?
Williams made it pretty clear when he filed the action in Delaware that he wants a shareholder's meeting with an election. After that the die was cast. At this point what Williams wants is actually pretty immaterial. Now the question is how is the Delaware judge going to make that shareholder's meeting with an election of a new board happen.
The only way what Williams wants will make any difference is if management is willing to deal with him which they have clearly indicated that they will not.
I am really not sure what the Judge can or will do, although am guessing receivership. Most judges are content to settle the dispute before them. In this case there are two; the first being Williams removal and the second being the lack of a shareholders meeting. Returning Williams is probably a done deal considering what the law says on the matter but whether that gets us any closer to the shareholders meeting is debatable. So he will have to go further. The question in my mind is what are his options? Does the law give a judge the authority to appoint a fifth director? Usually judges in equity cases have the ability to compel all sorts of actions but appointing a fifth board member may not be one of them. His options may be limited by the law to appointing a receiver.
Waiting till Wednesday to see.
Releasing the patent to Calypso has nothing to do with the action in the Delaware court. Management already successfully filed the motion in court after the hearing and basically won the argument that the settlement predates the courts status quo order. Management also filed the encumbrance on the patent that requires us to pay Diac 28% of the T-Mobile judgment after the status quo order. The only thing stopping Diac from releasing the patent back to us is Diac, unless there is more in the settlement that allows him to keep the patent.
I was not referring to any action to stop the Forum. I was referring to an action to try to stop the vote. It was a motion made in the California court that was denied. The court would not get involved. I am unaware of any action to stop the Forum.
Still no release of Diac's interest in the patent that I can see and no 8K recording the change as required by SEC regulations. Guess the settlement did not actually require him to release his claims on the patent just like it did not require him to give back the shares he got as part of the 2008 agreement.
Maybe we will get to see the terms of the settlement version 2011 when we sue him for breach of contract.
I believe that California judge was asked to stop the meeting but he refused to rule on the matter. Problems were multiple including jurisdictional and venue questions (Delaware was the proper venue for the entire California actions).
Unfortunately it was necessary. The Delaware judge has the authority to do things with the company that the California judge does not.
In any case, no problem.
I know that the only way we are going to move forward with this company is with a court appointed receiver who has the authority to review the actions of management as well as remove officers and (hopefully) board members if evidence exists of impropriety. I just hope that the receiver realizes that it is in the best interests of the shareholders to keep the company running as a going concern.
We definitely need to put our house in order if we can ever expect to get straight with the SEC. If that means cleaning house, so be it.
Also in the PR announcing dismissal of management.
Besides the multiple posters here who cited the fact that the Ballots were a fraud on their face it was in the filings that Williams notified management that the Ballots included statements that were false.
Turrini and Pierce are exclusively responsible for the cost to the company of the litigation in both California and Delaware. In California the initiated an illegal action. The Delaware action is a direct result of an improper and potentially fraudulent Special Meeting. They were given fair warning that the action was fraudulent but continued on with their unlawful power-play.
Blaming Williams for the cost of the litigation is like blaming the victim of a crime for the cost to prosecute the criminal.
The first step in putting together such a plan will be seeing what comes out of the Delaware Court.
The Judge should see that simply voiding the results of the December Special Meeting will not get the company to the point where it can have a annual meeting. It will take more. But how much is yet to be seen.
Unfortunately all we can do is try to make sure that the lies that are being spread are not taken as facts by the shareholders who ultimately will vote on the new board.
Nothing is stopping management from doing the financials. Lets see if they can handle that task.
If they really wanted to have a vote on a new board why did they go out and simply appoint one? Less than 48 hours after allegedly making the statement that they wanted to have a shareholder meeting to elect a new board they appointed a new board member and a week later another. If they really wanted to have a shareholders meeting and let the shareholders decide why didn't they wait at least until the financials were finished and have a meeting?
I sincerely doubt they were ever looking at having a board meeting when they could do everything they wanted without one.
There have been a "cornucopia of allegations" against Williams but so far no proof. Even the allegations do not hold up to intelligent independent review. With all this proof why hasn't any of it been ruled favorably on in California or even offered at evidence in the Delaware case where it is the most relevant.
I firmly "deny" that Pierce and Turrini have done anything that was meant to benefit the company. Their actions have been completely self-serving.
You are going to soon come to the realization that you have been lied to by Turrini and Pierce (or Desmond and Rohan). It is really just that simple.
So what you are expecting me to believe is that Turrini was just about to get around to getting a contingency attorney but he was stopped by the judge. Didn't stop him from filing the settlement with the Texas court. Didn't stop him from appointing a fourth and fifth director. Didn't stop him from holding a special meeting and conducting a vote on the removal of Williams. All things that cost the company money. But in all that time since the settlement have been signed back in October he never got around to hiring a contingency attorney until that minute at during the Delaware Court teleconference ... Priceless.
There are sanctions against attorney's for either bringing a suit that you know has no legal basis or allowing a client to lie to the court.
(b) Representations to the Court. By presenting to the court (whether by signing, filing, submitting, or later advocating) a pleading, written motion, or other paper, an attorney or unrepresented party is certifying that to the best of the person's knowledge, information, and belief, formed after an inquiry reasonable under the circumstances,-
(1) it is not being presented for any improper purpose, such as to harass or to cause unnecessary delay or needless increase in the cost of litigation;
(2) the claims, defenses, and other legal contentions therein are warranted by existing law or by a nonfrivolous argument for the extension, modification, or reversal of existing law or the establishment of new law;
(3) the allegations and other factual contentions have evidentiary support or, if specifically so identified, are likely to have evidentiary support after a reasonable opportunity for further investigation or discovery; and
(4) the denials of factual contentions are warranted on the evidence or, if specifically so identified, are reasonably based on a lack of information or belief.
(c) Sanctions. If, after notice and a reasonable opportunity to respond, the court determines that subdivision (b) has been violated, the court may, subject to the conditions stated below, impose an appropriate sanction upon the attorneys, law firms, or parties that have violated subdivision (b) or are responsible for the violation.
http://www.lectlaw.com/def2/s110.htm
Once an attorney realizes that his client is lying he must do everything in his power to get the client to tell the truth or he must withdraw representation to avoid sanctions. Just like Management's counsel in California had to do.
It is a falacy that you can simply bring suits willy nilly without some legal or factual basis for the suit.
For example, it would be legally impossible for Williams to sue a potential licensee because he has no privity of contract. http://en.wikipedia.org/wiki/Privity_of_contract
All this talk about Williams sueing potential licensee's or contingency attorney's is more lies to shift the focus away from Management's incompetence.
Once you start to look into things for yourself you see that there is nothing behind the curtain. I am hoping the court will throw out the lot of them.
First of you need audited, not unaudited financials.
Second, on what grounds will Williams "block" the completion of financials. Please explain the mechanism here, because I can see absolutely none. Is he going to walk into Pierces office and steal the documents that she has electronic versions of?
Williams is not an all-powerful boogeyman capable of stopping any action the company takes. That is so unrealistic it is laughable. Williams can file legal actions where management breaches its duties. He cannot stop them from doing financials.
Management is not doing what it is supposed to be doing. It is actually just that simple. They are inept. They have no business plan that includes a long term benefit to the shareholder.
Pierce gave us all a deadline on when financials are going to be done. Please don't try to sell us that the reason for her missing that date is the Williams boogeyman.
Not if you want to remain an attorney. The fact that management's attorney withdrew and the California case is essentially pending dismissal, I would say Williams was right in the eyes of the law.
Allegations without substance. How about an email trail. How about a couple of e-mails where management requested to meet with a contingency attorney and they refused because they were threatened by Williams. I am sure those would be powerful evidence in the Delaware case about Williams breach of his fiduciary duty to the company.
They will not be produced in court not because they would not be relevant but because they do not exist.
If anything is "out" amongst the Texas bar association it is that Turrini and Pierce have trouble being honest in court and will cost you your license if you work with them.
Here is a question for you. Since settlement was announced I have heard nothing about a contingency lawyer for T-Mobile. It is the one thing that has the potential to bring money into the company that will not cost us anything.
And don't use the lame excuse about Williams threatening to sue every company we deal with. There is absolutely no evidence that Williams has, or intends, to sue any potential licensee or T-Mobile contingency attorney. He sues when Management takes illegal actions. That should be self evident, since law suits require a foundation in the law. Clearly he had a solid one in California. My guess is that he has a solid foundation in Delaware as well.
Heck, I can answer that. Same reason I would. He was going to cost us $500 an hour. Not a smart business move when you are short on funds and need to spend them on SEC compliance.
Pierce spent $10,000 on the Forum without authorization instead of spending it on SEC compliance with a net gain to the shareholder of a 50% loss in the value of their shares. That is competent leadership.
In any real company actions like that would get you removed immediately.
Won't happen here because Pierce has a "special relationship" with Diac who still owns enough share to control any future company vote despite the fact that Turrini claims the new settlement voided all prior agreements. Can't wait to see what other special terms are in the settlement.
Sorry. I will now quit beating on the rotting corpse of the horse.
The Forum cost us $10,000. I thought the Forum was not authorized by the BoD. So Pierce spent $10,000 without authorization.
I understand, but I don't think you can do what you are attempting. There is no "like case scenario" from which to run the numbers.
If a receiver takes over then the receiver will make the decisions. There will be no vote until the receiver has placed the company on a footing to continue business at which time there will be a board meeting which will include a vote. But many of the players currently on the stage may not be eligible to participate in that newly organized company. Further additional information will be available that is not now, good and bad, so any attempt to extrapolate from the past will be of very limited value.
The situation will probably be so radically different than the situation last December that I am not sure anything from that vote can be used to estimate future elections.
BTW, I don't like or dislike anyone, Turrini, Pierce, William or Walsh. I don't think Turrini or Pierce are competent or have the shareholder's best interest in mind. I think Williams has been tying to get management to due their duty to the point that he is hugely frustrated. I think Walsh is a regular small business person who is trying to keep things together to the best of his ability. But I can't say that I know any of them enough to like or dislike them. I like or dislike their actions on my behalf. I like or dislike how they performed their duties to the shareholder.
There is no division. They did no vote for management's request. Therefore management failed.
This was not an election. No one else was on the ballot. So any claim that others on the board would have gotten votes is specious. This was a vote to remove a director. Without 50% of those eligible to vote + 1 vote, it fails. That is what matters.
This is not a high school popularity contest about who looks nicer or speaks more eloquently. This is a business that is organized under the laws of the State of Delaware. Those laws control.
OK, my numbers indicate that about 120 million shares of those eligable to vote did not vote for removal. That is the number that counts.
With almost 200 million shares outstanding your numbers don't add up. What about all the shares that die not vote?
You are assuming that the court won't find that management has not disregarded multiple laws in their attempt to steal control of the company away from the BOD.
In addition, your numbers are wrong. It wasn't .28 million abstained, it was 1.28 million, more than all the votes tallied.
Did anyone request the eleven pages of filings with the Patent Office on the latest assignment?
We need to change the cards - particularly Pierce and Turrini.
I reread the transcripts of the court hearing. Most of what is in the response management submitted is pretty irrelevant to what the judge was interested in. There was absolutely nothing in their response dealing with how the decision was made on holding the Special meeting, the minutes of meetings regarding the special meeting or secretary notes on the matter. There was no statement regarding the allegeded Delaware attorney Pierce spoke to (note how well Turrini dodges that bullet and dumps it on Pierce). Nothing that I could see relevant to who made the decision on what the required votes were to remove a director under Delaware state law.
The judge wanted the parties to work things out. Management has not been willing to work with Williams since last spring. In fact they have worked to do anything and everything but that.
It was also clear that T-Mobile was on Turrini's mind. Not in the form or getting a contingency attorney and restarting the litigation but in the form of settlement (from Turrini's interruptions of the judge that he was concerned about T-Mobile).
I was pleased to note that the judge was willing to take extraordinary measures to clear the deadlock. Lets hope that happens.
That wasn't the question.
That would be true that DD's claim against the patent would cloud the issue up until the point of the stipulation in court. After that point it should not have been a major issue in opening negotiations. The fact is Turrini tried to, based on his own statements to shareholders of his trip to New York to make proposals.
Sure, a potential licensee may have wanted to wait until the final settlement was complete but that has happened some time back. Yet, there are no announcements, or even rumors, of deals waiting in the wings.
From what I can tell we wasted five years figuring out how to make a pitch - how to get a company to believe we have the technology we claim to have. We figured out that we need someone with the technical capability to demonstrate the patent's capabilities before we are getting in the door.
Remember that it was demonstrated at a Forum back in 2007ish. People in attendance claimed it worked.
I would have to really struggle to create a realistic scenario where what is happening with the BoD matters to a potential licensee.
The BoD does not have to approve a license agreement if the business of the company is licensing its technology. That is like saying Apple stores need BoD approval to sell a IPad.
Where BoD approval does matter is the settlement with T-Mobile.