Our friend Mr. Chu is still fighting for common shareholder rights you can see in excerpts of recent communication to TEUFF BOD the issues Mr. Chu is still fighting on behalf of common shareholders.
Every interested common shareholder can just copy paste these same arguments requests and request the same from TEUFF BOD by signing their own name at bottom and requesting the same information and continue to fight against past current or any future dilutions as improper and unnecessary.
thanks you for all interested shareholders in demanding what is just and proper for the common shareholders of Box Ships
thanks in advance any shareholders willing to continue the fight for common shareholder rights like Mr. Chu is has been doing week in week out month in month out
thanks for your help and support ( of course the excerpts are Mr. Chu's humble opinion in this matter only and not a court opinion on this matter)
see below excerpts for you to use as formal letter to TEUFF BOD:
Letter to Box Ships Board of Directors
Board of Directors
Box Ships – TEUFF
15 Karamanli Ave, GR 16673
Introductory Statement
Dear Board of Directors of TEUFF Box Ships :
Two times in the past 6 months of Fiscal Year 2017 and two times during Fiscal Year 2016 ( two death spiral convertible exchange agreements in 2016 ), we have received the unwelcome news that TEUFF Box Ships Board and management have executed unnecessary reverse splits ( 50 to 1) and then again issued additional dilutive convertible notes on July 17, 2017 with blatant disregard of their fundamental duties to common shareholders when there is unpaid receivables of $2.7 million from the CEO affiliated entities due TEUFF that could have been used instead.
Breach of Fiduciary Responsibility by TEUFF in Executing Dilutive Issuances
The business judgment rule's protections only apply to transactions in which a majority of directors are disinterested and independent. A director is "interested" if he or she stands on both sides of a transaction or expects to derive a material personal financial benefit from the transaction that does not devolve on all stockholders generally. When the business judgment rule's protections do not apply, the burden is placed on the BOD and its directors to prove the challenged transaction is entirely fair. When directors of a corporation are on both sides of a transaction, they are required to demonstrate their utmost good faith and the most scrupulous inherent fairness of the transaction. If directors structure a transaction that is unfair, they breach their duty of loyalty, and the Courts may provide equitable relief to remedy the injury.
To prove a transaction was entirely fair, directors must demonstrate that the transaction was (1) effectuated at a fair price and (2) the product of fair dealing was necessary or could have been effectuated another way. The fair price element relates to the economics of the transaction; it focuses on whether the transaction was economically fair to the common shareholders. The analysis of price can draw on any valuation methods or techniques generally accepted in the financial community. Fair dealing focuses on the conduct of the fiduciaries involved in the transaction. In analyzing fair dealing the Court may inquire into how the transaction was timed, initiated, negotiated, and structured, as well as how approvals of the directors and common stockholders were obtained. The entire fairness test is not bifurcated; the Court must consider allegations of unfair dealing and unfair price. Price and necessity, however, is the paramount consideration because procedural aspects of the deal are circumstantial evidence of whether the price is fair and if it was necessary or could have been executed differentially to the protection of common shareholders.
We conclude that the Dilutive Issuances are subject to entire fairness review. The CEO & Certain Board Members stood on both sides of those Dilutive Actions. Mike in his capacity as CEO in transactions such as this, where fiduciaries deal directly with the corporation, entire fairness is ordinarily the applicable standard of review are required.
But the question before us is whether the CEO and the BOD breached their fiduciary duty of loyalty by approving the Dilutive Issuances. As fiduciaries, CEO and the BOD are bound not to approve an interested transaction unless that transaction was entirely fair to common shareholders and to TEUFF.
It is immediately clear from the evidence offered ( see attachment A) a wealth transfer from common shareholders to the CEO affiliated entities has occurred.
Moreover, when directors vote to issue new shares to themselves or for preferred shareholders when they stand on both sides of the transaction is improper.
The Dilutive Issuances is invalid under Delaware law because CEO and the BOD have sought to control the common stockholder composition for their personal and sentimental benefit at TEUFF expense. Thus, it fails the price and necessity element of the entire fairness test and does not advance a proper corporate purpose.
The CEO and the BOD have breached their fiduciary duty of loyalty by using their power as directors and controlling common stockholders to implement an interested transaction that was not entirely fair to TEUFF and its common stockholders. The law will agree that the most appropriate remedy for a breach of fiduciary duty in this case is rescission Accordingly, the dilutive issuances need to be rescinded.
Requested Remedy
Common shareholders contends in this complaint that the Dilutive Issuances violates 8 Del. C. §§ 152 and 202(b). Having concluded that the Dilutive Issuances must be rescinded because it was not entirely fair to TEUFF common shareholders and the $ 2.7 million in unpaid receivables due TEUFF from the CEO affiliates entities should have been used instead to fund those unnecessary dilutive convertible notes.
CONCLUSION
Based on the foregoing findings of fact and conclusions of law, we ask that past and planned Dilutive Convertible Issuances be rescinded because the CEO and BOD breached their fiduciary duties when they implemented those Actions.
ADDITIONAL INFORMATION REQUESTED
Additionally , we need to receive the following information:
1) The amount of liabilities the CEO affiliates assumed if any when they took possession of Box Trader and Box Voyager for essentially nothing and why those two ships are not returned to TEUFF.
2) Why the $2.7 million in unpaid receivables from the CEO affiliates continues to be unpaid.
3) What fiduciary measures has the TEUFF BOD have made to enhance shareholder values versus continuing to destroy common shareholder values. ( see attachment A –common shareholder value destruction)
4) Why has the BOD and CEO enhanced the revenue earnings capacity of their privately owned affiliates while doing nothing for TEUFF’s revenue earnings capacity.
5) Why is TEUFF not working with Chinese Banks who are now the biggest source of shipping lease and bank lending in the world.
Sincerely,
( Reminder these are Mr. Chu's views and conclusions only and not a conclusion of the Courts view etc.)
