Current management are bound to promote the stock in the best interest of the company. Where do you think that deviates from what shareholders want? There has been massive dilution , there has been a change of directors hence management. The company is restructuring. We don't have access to MTI or OMT/Dell agreements. Is Oscar Brito fully up to speed on Spain international legal ramifications. Probably but we don't know that. Is James Honan still with us? I've just given you four areas where a conflict(s) of interest case can arise and call into question the fair distribution of shares with Insiders.
MTI and OMT are being diluted just as we are... relentlessly. Is that in the best interest of the company we don't know, we are not party to that information. Needless to say what's fair for the shareholders also needs to be fair for the subsidiaries. Of that I'm really starting to wonder. What I do know for absolute certain is, everyone's best interests would be best served if retail shareholders were invited to an annual general meeting this year where transparencies can be better understood. If not my advice would be don't take this reverse merger for granted.
-Disclosure Standards: Alternate reporting companies are not bound by strict SEC 8-K or 10-K filing rules. Instead, they must provide “current information” directly to OTC Markets. However, this does not excuse the board from upholding its fiduciary duties or from accurately disclosing material transactions.
Lower Regulatory Scrutiny: The risk of regulatory enforcement may be lower for alternate reporting companies, but this does not diminish the legal and ethical duties of directors and management to act honestly, with loyalty, and in fairness to all shareholders.
International Subsidiaries: If the company has subsidiaries in other countries (e.g., Spain), directors must also ensure compliance with foreign legal standards, especially regarding related-party transactions, minority protections, and capital requirements.
Dilution and Fiduciary Concerns
Frequent or excessive dilution that benefits certain parties or is not clearly in the interests of the company as a whole can raise concerns about breaches of fiduciary duty, regardless of the reporting standard.
Directors must oversee and document that all equity transactions and dilutions result from fair processes, arm’s-length negotiations, and reflect independent assessment of what is best for the corporation—taking into account both U.S. and relevant foreign law.
Summary
The fundamental fiduciary duties and compliance requirements apply to alternate reporting companies just as they do to full reporters. Directors and officers are expected to avoid conflicts, act with care and loyalty, and remain transparent and compliant, even if disclosure requirements differ. Any actions—such as repeated dilution—that threaten these duties may still be challenged by shareholders or regulators, especially if they harm shareholder value or appear to unfairly benefit insiders.
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