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Monday, December 10, 2018 8:44:05 PM
Self-dealing – The controlling stockholder’s duty of loyalty is most often invoked in the context of self-dealing. There are two basic elements in the self-dealing analysis:
(i) The controlling stockholder is on both sides of the transaction and dictated its terms; and
(ii) There is a special benefit to the controlling stockholder in which the minority stockholders do not share.
Conflict of Interest
There are several related party transactions reported within this annual report. All conflicts of interests between such related parties have been duly approved by the required board and/or shareholder approvals. Please see below for further disclosure:
Dean Rositano and Robert Rositano are both directors and 14.1% and 13.6% stockholders respectively of CMI. At CMI, Dean Rositano also serves as President and Chief Technology Officer, while Robert Rositano serves as Chief Executive Officer. They will both continue their respective roles at CMI while serving as directors and officers of Friendable, Inc.
In February 2014, CMI sold the iHookup mobile app to Friendable, Inc. for a purchase price of $293,750. Friendable, Inc. paid the purchase price by issuing 1,175,000 shares of its Series A Preferred Stock, priced at $0.25/share, to CMI.
Dean Rositano and Robert Rositano are both directors and stockholders of Friendable, Inc.. At Friendable, Inc., Dean Rositano also serves as President and Chief Technology Officer, while Robert Rositano serves as Chief Executive Officer and Secretary. The majority stockholder of Friendable, Inc. is Copper Creek Holdings, LLC, a Nevada limited liability company owned and managed by Robert Rositano and his wife, Stacy Rositano.
https://www.akingump.com/images/content/2/2/v4/22475/Duties-of-Controlling-Stockholders-PLI-Article-June-2012.pdf
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