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cyofish

08/30/09 1:54 AM

#11336 RE: justerx #11328

Typically common has voting rights and preferred doesn't. Dividend are usually given at management's discretion. Dividends to preferred are typically fixed amount and will be stated on the preferred shares like it would on a bond. There can be different classes of preferred.

According to Tree Top/Grifco's merger filings with the SEC Jim Dial was given "Super Voting" preferred shares that gave him something like 20 votes for every 1 preferred shares. Jim Dial (being the sole board of director) issued himself a few million preferred shares basically given him majority control.

Now, I am not sure the super voting preferred share is legal. At the very least it is very unethical. He used the excuse to that it was to thwart hostile takeover. I don't buy that for one bit. Obviously, takeover would have been the best thing for Grifco as it's a worthless empty shell now.

Basically, Jim Dial just made up stuff to benefit himself as he went along. Who knows what other power, benefit, and financial gain he secretly gave himself.