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namtae

09/03/22 10:22 AM

#373145 RE: WeeZuhl #373144

Yes, and the behind the scenes transactions may also be a good reason Elite hasnt applied to list on NASDAQ. Simple RS all thats required

Companies on NASDAQ receive much more scrutiny from a more watchful eye. I dont believe the CEO welcomes that
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IB_

09/03/22 10:54 AM

#373146 RE: WeeZuhl #373144

What are Elite's shareholders options ???????????????????????

IB_
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The ELTP King

09/03/22 12:30 PM

#373147 RE: WeeZuhl #373144

What the HELL are you talking about?


Trimipramine

- "In May 2017, through Elite Labs, we acquired from Mikah Pharma an FDA approved ANDA for Trimipramine for aggregate consideration of $1,200,000."

You got that $2 million figure you quoted MIXED UP with the market size of Trimipramine, which is NOT what Nasrat received.

- "Surmontil® and generic Trimipramine have total US sales of approximately $2 million in 2016 according to IMS Health Data."


The ANDA carwash came alive again for trimipramine, another divestiture orphan with no value for any other company, except for Mikah. Ask yourself, how did Mikah make $2 million off an ancient ANDA that not one other pharma company was willing to buy?




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WeeZuhl

09/03/22 4:51 PM

#373153 RE: WeeZuhl #373144

Ask yourself, how did Mikah make $2 million off an ancient ANDA that not one other pharma company was willing to buy?



$1.2M + 10% per annum x 6 years = $1.92M, and still counting.

Hey thanks a lot.


https://www.murdock-law.com/2019/06/15/is-self-dealing-ever-allowed/

IS “SELF-DEALING” EVER ALLOWED?
Related party transactions or “self-dealing” is a legal concept in which a fiduciary (such as a director, or officer,) personally benefits in a transaction involving a company to which he or she owes the fiduciary duty. A common example of self-dealing occurs when a director is on both sides of a transaction. For example, if the company leases office space from a company owned by one director.

This post will discuss the considerations that companies and directors should have when engaging in “self-dealing” or related party transactions.

GENERAL RULE: A FIDUCIARY MAY NOT PLACE HIS OWN INTERESTS ABOVE THE INTERESTS OF THE PARTIES HE OWES A FIDUCIARY DUTY.
One of the fundamental rules of corporate law is that an officer, director, or controlling shareholder of a closely held corporation has a duty to place the interests of the corporation and the other shareholders above their own. This constraint on acting in one’s own self-interest has been described as a fiduciary’s duty of loyalty. The fiduciary’s duty of loyalty is “to act solely for the benefit of the principal in all matters connected with the agency, even at the expense of the agent’s own interests.

SELF-DEALING IS ALLOWED WHEN THE FIDUCIARY CAN DEMONSTRATE THE TRANSACTION WAS FAIR TO THE CORPORATION AND OTHER SHAREHOLDERS.
The duty of loyalty does not prohibit a director from self-dealing but the fiduciary has the burden to establish that transaction was fair to the corporation and other shareholders. Related party transactions are closely scrutinized to ensure that the transaction is fair. The self-dealing director must demonstrate that there was fair dealing and that the transaction was on fair terms—price.

WAS THERE FAIR DEALING?
The “fair dealing” question asks how the transaction was timed, how it was initiated, structured, negotiated, disclosed to the directors, and how the approvals of the directors and the stockholders were obtained. It is immaterial even if the company suffers no harm as a result of the transaction. The director must provide full disclosure with respect to the circumstances of the transaction and cannot mislead the company. For example, even if the financial terms of the transaction are objectively fair, a director may still violate his fiduciary duty where he did not disclose that he had would personally benefit from the transaction.

DOES THE TRANSACTION REPRESENT A FAIR PRICE?
This question asks whether the economic and financial considerations of the transaction are fair to the company. Such factors would include the value of assets, market value, earnings, future prospects, and any other elements that affect the intrinsic or inherent value of a company. Again, the director who personally benefits has the burden to demonstrate that the transaction’s terms are financially fair.

PROVING “ENTIRE FAIRNESS” CAN BE A DIFFICULT TASK.
The burden of proving entire fairness of the transaction is often difficult when a transaction is scrutinized by the courts. A director must show the utmost good faith and the most scrupulous inherent fairness of the bargain. The “entire fairness” standard is considered very exacting and, therefore, is often outcome determinative.

BEST PRACTICES: FOR SELF-DEALING AND RELATED PARTY TRANSACTIONS.
Companies do not need to avoid related-party transactions entirely as they are often beneficial to the company and its shareholders. But before engaging in the transaction the company and the interested fiduciary should take the following steps:

The fiduciary should advise the company of its financial interest in the deal.
The company should seek independent advice on whether the terms of the deal are fair.
The interested director should abstain from voting on the transaction.

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jammy32

09/07/22 9:28 AM

#373276 RE: WeeZuhl #373144

Great post weeZuhl.


Quote:
The licensing agreement dated 6/10/21 you posted on the LCI site was very interesting. It was signed by NH on behalf of Mikah and by Marc Bergman CFO on behalf of Elite.



Right, and before Marc Bregman it was Carter Ward who signed on behalf of Elite, while Nasrat signed on behalf of Mikah. Why? Why doesn't Nasrat just sign for both sides? Because everybody (EVERYBODY!) understands that it would be an obvious conflict of interest. You can't sign both sides of a business contract because corporate self-dealing is illegal in many cases and unethical in most. The concept that there is no conflict as long as the two entities are not in direct competition is ludicrous and easily refuted with a simple google search of "self dealing conflict of interest."

Remember, if Nasrat's true goal in purchasing the Adderall ANDA's from SunGen was to acquire and protect the assets for Elite, then he could have just negotiated the best deal for the distressed assets and loaned the money to the Elite, just like he did for the original 13 "merged" ANDA's and the subsequent trimipramine ANDA. The reason he couldn't do this is because Mikah is used to launder ANDA's, and those ANDA's needed to go through that private "black box," where the true costs are hidden from Elite's public shareholders.