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Re: Makamai post# 229643

Saturday, 04/16/2011 4:12:11 PM

Saturday, April 16, 2011 4:12:11 PM

Post# of 375420
The problems with a dividend is that it's an affirmative action by QASP that has to treat all holders in accordance with Articles of Incorporation. Any flaws in the Articles or disputes will confound completion of the distribution.

1. The Articles of incorporation provide the preferred shares receive dividends paid to the common. There is big dispute over the number of "as-converted" shares the preferred should get and whether the preferred are even validly issued.

2. Creditors of QASP can claim fraudulent conveyance if anything of value is distributed to a subordinate class during a preference period while the company is insolvent (which it is).

3. A dividend would require a vote of the Board, and there is dispute over who comprises the board.

4. To be able to dividend something out (shares of a shell) it has to get in first. QASP is presently frozen and can't take any corporate actions because of the stalemate.

5. This type of dividend (shares of a newly formed entity, not held for five years) would taxable income to the receivers on the implied value.