NanoViricides Inc. (NNVC)

[loanranger]

"As a shareholders' derivative suit, it seems less of a threat to shareholders than management "
That's generally true. THEORETICALLY, a derivative suit is for the benefit of shareholders who have been harmed by the actions of a company's officers and directors. Obviously the repercussions can also be negative for shareholders if the outcome affects the ability of those persons to perform functions that are beneficial to the company. Typically, however, a company is obligated by its by-laws to insure their employees and directors for damages that they incur when taking any LEGAL actions on behalf of the company (the emphasis on LEGAL being because insurers typically wouldn't cover a fraudulent act).

I'm not sure why there has been such difficulty in granting the records request. Here's the Nevada law:

NRS 78.105 Maintenance of records at registered office; inspection and copying of records; civil liability; penalties.

1. A corporation shall keep a copy of the following records at its registered office:

(a) A copy certified by the Secretary of State of its articles of incorporation, and all amendments thereto;

(b) A copy certified by an officer of the corporation of its bylaws and all amendments thereto; and

(c) A stock ledger or a duplicate stock ledger, revised annually, containing the names, alphabetically arranged, of all persons who are stockholders of the corporation, showing their places of residence, if known, and the number of shares held by them respectively. In lieu of the stock ledger or duplicate stock ledger, the corporation may keep a statement setting out the name of the custodian of the stock ledger or duplicate stock ledger, and the present and complete mailing or street address where the stock ledger or duplicate stock ledger specified in this section is kept.

2. A stock ledger, duplicate stock ledger or statement setting out the name of the custodian of the stock ledger or duplicate stock ledger described in paragraph (c) of subsection 1 must be maintained by the registered agent of the corporation for 3 years following the resignation or termination of the registered agent or the dissolution of the corporation by the Secretary of State.

3. Any person who has been a stockholder of record of a corporation for at least 6 months immediately preceding the demand, or any person holding, or thereunto authorized in writing by the holders of, at least 5 percent of all of its outstanding shares, upon at least 5 days’ written demand is entitled to inspect in person or by agent or attorney, during usual business hours, the records required by subsection 1 and make copies therefrom. Holders of voting trust certificates representing shares of the corporation must be regarded as stockholders for the purpose of this subsection. Every corporation that neglects or refuses to keep the records required by subsection 1 open for inspection, as required in this subsection, shall forfeit to the State the sum of $25 for every day of such neglect or refusal.

4. If any corporation willfully neglects or refuses to make any proper entry in the stock ledger or duplicate copy thereof, or neglects or refuses to permit an inspection of the records required by subsection 1 upon demand by a person entitled to inspect them, or refuses to permit copies to be made therefrom, as provided in subsection 3, the corporation is liable to the person injured for all damages resulting to the person therefrom.

5. When the corporation keeps a statement in the manner provided for in paragraph (c) of subsection 1, the information contained thereon must be given to any stockholder of the corporation demanding the information, when the demand is made during business hours. Every corporation that neglects or refuses to keep a statement available, as in this subsection required, shall forfeit to the State the sum of $25 for every day of such neglect or refusal.

6. In every instance where an attorney or other agent of the stockholder seeks the right of inspection, the demand must be accompanied by a power of attorney signed by the stockholder authorizing the attorney or other agent to inspect on behalf of the stockholder.

7. The right to copy records under subsection 3 includes, if reasonable, the right to make copies by photographic, xerographic or other means.

8. The corporation may impose a reasonable charge to recover the costs of labor and materials and the cost of copies of any records provided to the stockholder.

http://www.leg.state.nv.us/NRS/NRS-078.html#NRS078Sec105


This issue of court costs is confusing. It seems to me that it is the Defendant that is making that request and not the courts. In any event it was resolved long ago.:
"07/03/2012 9:00 AM
DEFENDANT'S MOTION TO STAY PROCEEDINGS PENDING PAYMENT OF COSTS IN PREVIOUSLY DISMISSED CASE AS TO MOTION TO DISMISS: Arguments by counsel. Court stated its findings, and ORDERED, Motion is GRANTED IN PART. Otherwise Motion is DENIED. AS TO MOTION TO STAY: Arguments by counsel. Ms. Renner provided a check to Mr. Guenther today. Court noted the check handed over resolved the matter and the issue is MOOT."
(This entry appears under one of the links to "minutes" that appears sporadically throughout the docket listing.)

The confusion multiplies when one looks at the docket for the earlier case (Case No. A-12-654437-B in the same court.) The minute entry where the court indicates that the case was dismissed based on Yidam's voluntary dismissal (which seems contrary to NNVC's 6/30/12 claim that "On April 9, 2012, the Court dismissed the Complaint for failure to state a Claim for which relief could be granted") indicates that each party should bear the burden of its own costs.

One thing is for sure....we shouldn't be distracted by the issue of court costs. They don't answer any of the questions raised in the complaint.


As far as the SA case goes, I'd be shocked if the court required SA to identify the author and if NNVC was serious about pursuing a libel case that was probably the wrong place to start.