That opens the door to maybe the best way to explain why the common stock was protected here. Each and every one of those transactions clearly says 10 percent owner. The accidental fact that there 10 transactions there is not saying that they add up to 100 percent ownership by any means. If that were the case that percentage number would have increased with each purchase of common stock. The key word is owner and the percentage is irrelevant to this fact.
The asset purchase agreement has to be looked at as both things that is. We all know that it is a sale of the assets but has anyone ever realized that it is also one owner simply buying out another owners portion of ownership because that is what really happened here and why the ticker has been unaffected by that sale. The company has never changed ownership. Some of the owners were simply removed through the asset purchase agreement. You will not find anywhere in the asset purchase agreement where it states that by purchasing the assets that the purchaser would forfeit their portion of ownership.
Now for both the chapter 7 and percentage of common stock issues. I am not the judge or a lawyer so I owe the board the admission that I only have an opinion on that subject. Since 51 percent ownership of the common stock was never proven by WC IMHO they were able show the judge that they did not have the final decision on any of the factors that caused the financial despair of the company and therefore should not have to be liable for those matters. If that theory is correct it would explain why there is some debt that they were not being required to pay and yes, that would put that debt on the remaining owners. Of course those remaining would have to go in to chapter 7 because they sold any way make the money to pay that debt. In the first paragraph of the chapter 7 petition it IMO relieves Soupman inc of the liability of that debt and in the other paragraphs individualizes the petitioners as the responsible parties of that debt.
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