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Re: m0n post# 38444

Thursday, 12/07/2017 6:16:22 AM

Thursday, December 07, 2017 6:16:22 AM

Post# of 50119
Old RMTD's management got compensated on the backs of the stock holders!


Gary Hallgren - CEO of Remote Dynamics
VP, Corporate Strategy at Telogis

Terri Malone
Regional Account Manager at Telogis

Roy Alexander
Senior Developer at Telogis

ALL THREE WERE WITH REMOTE DYNAMICS NOW EMPLOYEES OF TELOGIS, THE SALE OF REDIVIEW AND ASSETS OF RMTD TO TELOGIS WAS THE BREACH OF FIDUCIARY DUTIES OF CEO AND THE DIRECTORS OF REMOTE DYNAMICS.

Remote Dynamics is the sole developer and owner of REDIview

"Conflict of duty and interest"

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As fiduciaries, the directors may not put themselves in a position where their interests and duties conflict with the duties that they owe to the company. The law takes the view that good faith must not only be done, but must be manifestly seen to be done, and zealously patrols the conduct of directors in this regard; and will not allow directors to escape liability by asserting that his decision was in fact well founded. Traditionally, the law has divided conflicts of duty and interest into three sub-categories.


Transactions with the company

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By definition, where a director enters into a transaction with a company, there is a conflict between the director's interest (to do well for himself out of the transaction) and his duty to the company (to ensure that the company gets as much as it can out of the transaction). This rule is so strictly enforced that, even where the conflict of interest or conflict of duty is purely hypothetical, the directors can be forced to disgorge all personal gains arising from it. In Aberdeen Ry v Blaikie (1854) 1 Macq HL 461 Lord Cranworth stated in his judgment that:

"A corporate body can only act by agents, and it is, of course, the duty of those agents so to act as best to promote the interests of the corporation whose affairs they are conducting. Such agents have duties to discharge of a fiduciary nature towards their principal. And it is a rule of universal application that no one, having such duties to discharge, shall be allowed to enter into engagements in which he has, or can have, a personal interest conflicting or which possibly may conflict, with the interests of those whom he is bound to protect... So strictly is this principle adhered to that no question is allowed to be raised as to the fairness or unfairness of the contract entered into..." (emphasis added)

However, in many jurisdictions the members of the company are permitted to ratify transactions which would otherwise fall foul of this principle. It is also largely accepted in most jurisdictions that this principle can be overridden in the company's constitution.

In many countries, there is also a statutory duty to declare interests in relation to any transactions, and the director can be fined for failing to make disclosure.[32]


Use of corporate property, opportunity, or information
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Directors must not, without the informed consent of the company, use for their own profit the company's assets, opportunities, or information. This prohibition is much less flexible than the prohibition against the transactions with the company, and attempts to circumvent it using provisions in the articles have met with limited success.

In Regal (Hastings) Ltd v Gulliver [1942] All ER 378 the House of Lords, in upholding what was regarded as a wholly unmeritorious claim by the shareholders,[33] held that:

"(i) that what the directors did was so related to the affairs of the company that it can properly be said to have been done in the course of their management and in the utilisation of their opportunities and special knowledge as directors; and (ii) that what they did resulted in profit to themselves."

And accordingly, the directors were required to disgorge the profits that they made, and the shareholders received their windfall.

The decision has been followed in several subsequent cases,[34] and is now regarded as settled law.


Competing with the company

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Directors cannot compete directly with the company without a conflict of interest arising. Similarly, they should not act as directors of competing companies, as their duties to each company would then conflict with each other.


Sarbanes-Oxley Act

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In the United States, the Sarbanes-Oxley Act (SOX) has introduced new standards of accountability on the board of directors for U.S. companies or companies listed on U.S. stock exchanges. Under the Act, members of the board risk large fines and prison sentences in the case of accounting crimes. Internal control is now the direct responsibility of directors. This means that the vast majority of public companies now have hired internal auditors to ensure that the company adheres to the highest standards of internal controls. Additionally, these internal auditors are required by law to report directly to the audit board. This group consists of board of directors members where more than half of the members are outside the company and one of those members outside the company is an accounting expert.


IN JULY 2010 SALE OF REDIVIEW TO BOUNCE MOBILE SYSTEMS THEN TO TELOGIS WAS COMPLETED EVEN THOUGH SEC FOUND THE ACCOUNTING OF VITAL LIVING A.K.A BOUNCE MOBILE FORECLOSED AUGUST 2009. BOUNCE MOBILE SYSTEMS A FULLY OWNED SUBSIDIARY OF RMTD/REMOTE DYNAMICS

Moore and M&A violated the antifraud provisions of Section 10(b) of the Securities Exchange Act of 1934 ("Exchange Act") and Rule 10b-5 thereunder and Regulation S-X Rule 2-02(b)(1).


Gary is a 3rd degree contact

Quote:

VP, Corporate Strategy at Telogis

Location
Orange County, California Area
Industry
Computer Software

Current

* VP, Corporate Strategy at Telogis

Past

* CEO at Remote Dynamics
* VP, Technical Services at Spinitar
* President & CEO at WirelessCar

* Vice President, Operations at Volvo Technology of America


Education

* University of Minnesota-Twin Cities

Connections

133 connections
Websites

* Company Website

Public Profile

www.linkedin.com/in/garyhallgren

Summary

Senior level executive with 12 years of P/L responsibility in both private and public companies. Expertise in wireless communications, GPS technologies, SaaS and software development.
Specialties

Operations, SaaS, Wireless Technology, Fleet Management, Asset Management.

Experience
VP, Corporate Strategy
Telogis
Computer Software industry
July 2010 – Present (6 months)
Experience
VP, Corporate Strategy


CEO
Remote Dynamics

Public Company; OTC:RMTD; Telecommunications industry

February 2007 – July 2010 (3 years 6 months)

Remote Dynamics develops and operates an asset tracking and fleet management solution that contributes to higher customer revenues, enhanced operator efficiency and improved cost controls for companies with fleets of vehicles and equipment.
VP, Technical Services
Spinitar

Privately Held; Information Technology and Services industry

2005 – 2007 (2 years)

A privately held systems integration firm selling and implementing audiovisual solutions.
President & CEO
WirelessCar

Public Company; Automotive industry

2000 – 2004 (4 years)

Joint Venture of Volvo, Ericsson, and Brainheart Capital formed to provide telematics services to wireless operators, automobile companies and fleet management service providers.
Vice President, Operations
Volvo Technology of America

Public Company; Automotive industry

1997 – 2000 (3 years)

A subsidiary of Volvo Technology in Sweden. VTA is an innovation company that, on contract basis, develops new technology, new product and business concepts for "hard" as well as "soft" products.
Education
University of Minnesota-Twin Cities

1987 – 1991



Remote Dynamics is the sole developer and owner of REDIview.
Quote:

REDIview is used by hundreds of service, construction and equipment rental companies for real-time asset tracking, maintenance management, billing and security monitoring. REDIview operates on a wide variety of vehicles and construction equipment.

This critical data enables you to correct inefficiencies and deliver significant savings to your bottom line. REDIview is often a self-funding business investment, with many of our customers realizing ROI in as little as 30-60 days.

More information about Remote Dynamics is available online at www.remotedynamics.com.
Specialties

GPS Fleet Management

Type
Public Company
Company Size
11-50 employees
Website
http://www.remotedynamics.com
Industry
Telecommunications
Founded
1992


Terri Malone

Regional Account Manager at Telogis
Quote:

Dallas/Fort Worth Area

* Contact Terri Malone
* Add Terri Malone to your network

Current

* Regional Account M