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Re: rrufff post# 5321

Thursday, 02/26/2009 12:05:24 PM

Thursday, February 26, 2009 12:05:24 PM

Post# of 23619
Yes, in theory and by corporate statutes, Adam works for us. in reality he does whatever he pleases and thinks of us as vermin.

There are laws governing stock issuance that say a company cannot issue a convertible security unless there are enough available treasury shares to convert into common stock. Similar to a casino must have cash on premise for all of the chips out on the floor.

I believe Adam's preferreds carry a conversion ratio of 50-1. I don't remember exactly, but it is something like that. In order to keep his preferreds he couldn't reduce authorized to 300 million. If he does a simple shareholder suit in Delaware would strike down his preferreds and the shareholders would control the company, finally.

Also, the authorized shares are adjusted pro rata with a reverse split (or forward split for that matter). Returning the authorized to pre-split levels requires a separate vote of the shareholders. A company's capital stock (issued & authorized) moves together. It cannot be separated for the conveience of diluting existing shareholders to nothing against their will. I'm fairly certain this was not done legally during the last reverse split, but there is always the magic of post-dating corporate resolutions and falsifying shareholder votes (when was the last time we really voted on anything?). Thus, we return to the beginning of the theory and reality of being shareholders in an Adam Barnett company.