Muscle Pharm Corporation (MSLPQ)

[stupified777]

I don’t think any of us, what have we been labeled, “cheerleaders” will be weeping. Those days are over. I’m certain that most all “cheerleaders” in this have stomached the worst and are prepared for anything. In fact this filing from Amerop certainly provides each of us with a bit of reassurance, at least it does me.

Directors of a corporation have the primary duties of care and loyalty to the corporation. Specifically the duty of loyalty obligates directors to act in good faith in the best interests of the corporation and its shareholders, and refrain from any activities that permit them to receive an improper personal benefit from their relationship with the corporation.

Because this offer has been filed publicly and could be viewed as one that’s in the best interest of the corporation Musclepharm, and potentially keeping them from an alleged bankruptcy, this would most likely remove any personal protection offered to a director in an alleged bankruptcy. There have been many questions asked regarding “Why would Drexler agree to this deal because it doesn’t benefit him?” Well the short answer is that he is obligated to act on behalf of the corporation and the shareholders and not Ryan Drexler the person. The minute Ryan and/or the BOD make a mental decision to reject an offer that would benefit the corporation, potentially salvage the company, eliminate a potential risk, and or bankruptcy, reduce financial obligations, or what could otherwise be deemed an act beneficial to the corporation or shareholders, this personal protection could be removed.
The filing by Amerop is not only publicly stating that there are and will continue to be financial problems with the company if the Drexler debt is exercised when due. Amerop has now presented a solution that may not have a great benefit to Ryan, but it has a great benefit to the company.

There’s a reason why Ryan’s attorney filed the letter sent in September discussing the restructuring debt option, as these discussions had already begun with Amerop and Musclepharm prior to the letter. There’s also a reason why yesterdays letter drafted by Amerops Attorney was filed publicly, as it has everything to do with timing and presenting options. I believe it has everything to do with Fiduciary Duty. It has everything to do with who are the benefactors of these deals. There are always tough decisions to be made by a director of a large company behind closed doors but when it’s in the public eye you probably shouldn’t do something that’s solely lining your pocket. In all fairness Ryan is getting his money owed, with a bit of a kicker.
If there has ever been a case of CYA, this should be the example.
To me this looks like a homerun on paper for an attorney, and a judge should this ever go the more bleak route.