Actually you are correct...
"actually, lampert can not get rid of his stock.
if he were to do that then he would no longer be considered the majority owner for purposes of transferring the nols from sears to holdco. he would have forfeited the "proprietary interest" provision required for the successful transfer and ability to utilize the tax assets (aka the nols and tax credits).
remember, there has to be AT LEAST ONE shareholder who was a majority shareholder in both the acquired (old sears, aka shc) as well as the acquirer (new sears, aka transform holdco) company. although the sale was approved, the closing has yet to happen.
there are filings describing the above issues..."
If as some claim that SHLDQ shares are worthless, Eddie Lampert & ESL being the major holders of common shares, would give up majority ownership by cancelling those shares.
If he does nothing to convert and reissue them under Holdco, Newco, or whatever one wants to call the new company, he would own the new company but have voting rights or power.
This leaves the company into a what happens next scenario... imo, the only alternative is to do a RM. A Reverse Merger would keep the shares structure intact and by doing a 1 - 1 exchange would keep him still in the majority and in control.
Some on this board are correct that the shares will be cancelled, and they would have to be; but, not after they are reissued as NEWCO shares. The symbol would then be retired and a new CUSIP applied and issued would be in place. For all we know, which we do not know much, this could already be in the works to make the transition seamless.
This will definitely show it's colors within the next month or so, if and when a POR or dismissal of the BK is issued.
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