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Re: Realityhurts post# 96110

Monday, 09/21/2015 11:41:25 PM

Monday, September 21, 2015 11:41:25 PM

Post# of 221838
That's hard to say, because the board meetings are nott usually followed by PRs unless there is a material event that came from the board meeting and needs to be disclosed.

Butt it gave the board members a head-zupp on material information that they knew would be disclosed later when it was fully ripe. And that seems to obviously leak from certain board members into certain third parties that trade on it promptly.

So say a major transaction is being presented to the board for board approval. The transaction is nott complete, so it's nott required to be disclosed publicly - hell, it's nott even approved by the board. Butt the board book will have a presentation of the proposed deal and transaction terms.

Once the board book is received by certain board members and they learn the terms of the transaction that they are being asked to approve, if it is a good deal for the company - that getts leaked and you can see the trading action. You might have a pretty dead stock jump to life and big, higher bids appear from an MM that gobbles whatever shares they can get - usually moving up the PPS eventually. Then often the volume dries up again ... eventually, the board approves the deal and it is made public - maybe weeks later - and the stock shoots up in volume and price.

The opposite with badd news - within hours of a board member receiving their board book that has badd news (e.g., a finding by an auditor of a material weakness in financial controls, bad R&D data, a planned departure of an officer, etc.) you can see a relatively thinly traded stock show selling in volume - again, sometimes it will persist over a few days ... and the news may nott come out for weeks - maybe with a Q or an 8-K when the officer or director formally tenders their resignation.

So since there is often a time lag between when the board meetings are held and when the good or badd news starts to leak (as it frequently does) or a PR or SEC filing, it's hard to say whether the insider info always made them munny or nott, because it's nott known when they sell or what thair original acquisition cost was (in the case of badd news). Butt it shirley lets them hedge their risk against future market reaction when the noos getts ~OUTT.

Do you know what is the most ridiculous thing in Silicon Valley? Having a VC sign an NDA. They talk and gossip more than the Hollywood poseur crowd or the New Rochelle Ladies Bridge Club. Anything you tell a VC you are immediately telling virtually all VC and i-bankers. NDAs mean nothing at all to them. No company they invest in (and typically have a board seat on) will enforce an NDA against them - and they know it. They simply don't care. Information is their currency. Telling a VC information is essentially issuing a PR just to the VC and i-banker crowd - and all the competitor companies too - as it leaks to them as well once it enters the VC/i-banker gossip domain.

This is a hard thing about the board/management dynamic. Management has a duty to all shareholders individually, and also to the board as the elected representatives of the shareholders. However, in reality there is a tension between the interests of individual shareholders and the interests of the board. In some cases, management is conflicted - disclosure to the board of directors may be adverse to the company (e.g., the information may gett passed to a competitor company or a company in negotiations for a transaction) and/or to individual shareholders (e.g., facilitating insider trading - allowing certain shareholders to unload on badd news before the general investor public getts notice).

Sometimes, management must withhold information from the board - butt must be able to justify that action. And even if they do the "right thing" by withholding it, the board may fire management for doing their yobb and protecting the company and individual shareholders. Because many on the board WANT that early information - it's their currency! They trade inside info for other inside info - it's the VC and i-banker information swapping rendezvous - held daily. A VC's or i-banker's value is based on how much TOTAL inside information they possess. That's the "money" they seek. Information.

Of course management is nott immune to these same issues - self-dealing, insider tipping, balancing fiduciary duty to shareholders who have different interests.

For example, suppose a corporate action will benefit shareholders in the long term butt will crater the share price in the short term. Some shareholders have a short term objective and others have a long term objective. Which shareholders should management and the board weight more? Is it better to accept a deal with huge front-end payments at the expense of long-term payments that will net more munny? Is a short term pop worth hetting less total money in the latter stages of a transaction?

It's a political mess. Seriously as ethically problematic as Chicago or Washington politics. Or Mexican politics.

It's all a grey area and that is why abuses are rife. Without bright line rules, self-interest drives people to shades of grey that benefit them. And NOBODY can define bright line rules - which is why it is best (and always is the fact) that the only protection one has is caveat emptor. Laws can't do it. Know the management and board and their long-term reputations and short-term trends. Don't buy technology, buy management. Always. because it is ultimately all built on trust.

And assume management and the board skim off the top. They do. That's the price an investor who doesn't own a board seat pays. Sorry, that's the price of playing.

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