Is the exercise of warrants by insiders exempt from the rule that they cannot buy securities when in possession of material nonpublic information? If not until release of the P3 results these lockups were superfluous. So is the Powers 61 day lockup. The only legal effect until results release is that (she claims) she is not a beneficial owner of the shares associated with her warrants and options. Assume she knows results will not be released within 61 days. Then her purpose must be to avoid the legal status of beneficial owner of a certain percentage of her shares (or shares she could own by exercise of warrants or options).
Why would that be important to her? It would not insulate her from a shareholder derivative suit. Also, what consideration did she receive for her promise? If the answer is none, her agreement, or promise, is legally unenforceable. She does seem eager to avoid being treated as the beneficial owner of some threshold amount. Who is being reassured and concerning what?
Assuming she already was prohibited from purchasing shares through the exercise of warrants she is telling shareholders and the public that she promises (enforceably or otherwise), that she and their lawyer will not sell out to BP, except on 61 days notice. Even with the exercise of their warrants they could not transfer control to BP. Is this intended as assurance, or incentive, to other large shareholders not to combine to do so? Or small shareholders, in a tender offer? Are there insiders plus large warrant holders who control a majority of the common?
I understand there are poison pills and provisions to prevent change of control, but they can be held unenforceable, especially in companies where officers exercise effective control. We are all in the dark here. Just something else to speculate about.
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