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Matthew Berg

08/04/14 3:20 PM

#85664 RE: kayakzz #85662

The thing that bothers me Kayakzz is there's an old trick in this type of corporate shell game. It's called the hidden recision agreement. It's quite illegal in a public company without public notice but not uncommon and rarely pursued legally. It's basically a fraudulent conveyance but takes lots of legal expenses to prosecute so stockholders usually don't bother.

Basically what happens is the public entity does all its business through a wholly owned subsidiary which keeps separate books. What shareholders don't know is that their is a recision agreement that was part of the acquisition that states if the parent company goes BK, the subsidiary reverts with all of its assets to another party or parties free and clear with all of the liabilities stuck with the parent. (see US V. DiLorenzo and US v. DiMauro). My question is what is the need for Marani Spirits? Why isn't it just Marani Brands, Inc.? Sounds very fishy.