Replies to post #82096 on High Wire Networks Inc (HWNI)

[drugmanrx]

Breach of Fiduciary Duties

https://apps.americanbar.org/abastore/products/books/abstracts/5310344_chap1_abs.pdf

Page 6 Chapter 1

1. Sales to or purchases by the corporation from directors or entities in which the directors have an interest;

3. Unfair treatment of minority stockholders by a majority stock-holder in matters such as corporate acquisitions and reorganiza-tion transactions;

7. Excessive compensation;

11. Improper use of corporate position, property, or information.14

Page 11

B.BreachThere are literally hundreds of ways in which fiduciaries may breachthe duties correlative to their special status. Among the most commonbreaches are the following

-self-dealing (i.e., through conflict of interest or reaping of extraprofits);

- failure to act in another’s best interest;

- misrepresentation/omission as to a statement of fact (e.g., financial condition/statement of affairs)

- misuse of superior knowledge;

- failure to disclose;

- aiding and abetting or acting in concert with another;

- rendering inappropriate advice (e.g., bad business or investmentadvice); (Keith RedChip interviews)

Page 12

The law of directors’ and officers’ nonfeasance was, until recently,largely developed by state courts. However, federal courts have started to develop different ideas of the proper role of corporate fiduciaries, particu-larly under the federal securities laws. For example, in Gould v. American-Hawaiian Steamship Co.,77 the United States Court of Appeals for the Third Circuit affirmed a decision holding an outside director liable for failing to prevent the dissemination of a misleading proxy statement issued in con-nection with a corporate merger. Although an outside director (a positionoften bestowed as an honor on present and former business and civic lead-ers), the director in Gould violated the duty of care he owed to the corporation’s stockholders. The court held that this duty of care was im-plied from the prohibition contained in SEC rule 14a-9 prohibiting fraudu-lent proxy solicitations.

[Ecomike]

SGSI called this a purchase of Wavetech, not a merger as such, like the last three non merger non R/M, merger takeover shell games. And Wavtech is not a Nevada corp. But on the face of it, Wavetech Global is a 6 month old US shell with a 2 month old web site. So Wavetech Europe must be selling to Wavetech US first????

They must have some heavy duty international lawyers working overtime on all that???