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downsideup

12/27/11 9:46 PM

#52804 RE: Sosa #52794

No...

It's never been overly difficult for shareholders to change the directors in companies that DO actually hold the required annual elections regularly...

In an annual election the standard is still a simple majority of those who vote... but, of course, if they held REAL elections at CLYW, shareholders would choose to elect REAL candidates, not those pushed forward by Daic, or those flogged in fraudulent one sided proxy solicitations.

But, in unusual circumstances the threshold is obviously set higher for a reason... there is a reason the Delaware law is written as it is... to encourage proper governance, by specifically making the EXACT sorts of manipulations that you see occurring here harder to accomplish.

If Williams actually were the problem... instead of Daic... it wouldn't be hard to get a majority of the shares to vote him out.

He's not the problem, though... Daic is...



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downsideup

12/27/11 10:08 PM

#52806 RE: Sosa #52794

The law doesn't intend to make things easy for wrongdoers... and why should it ?

The Delaware law says that 50% of the outstanding is what is required to remove a director...

Deal with it...

The rest you see occurring here... is a management led fraud being practiced against the shareholders... which is par for the course at CLYW, and not a thing that is likely to shock anyone, or even elicit mild surprise. It's expected.

I think the law also isn't likely to be particularly tolerant of the bogus effort management has made in wrongly accounting for the vote, and the fraudulent sleights of hand management is trying to foist on CLYW holders in even conducting their flagrantly manipulated and roundly bogus "election".

I think management are clearly in contempt of the court's prior orders both because of what they've done, and how they've done what they have...

I can read what the law says well enough... and, unlike some others involved with CLYW, including those posturing as qualified to be directors, and those actually posturing AS directors... I don't need anyone else to tell me what my opinions should be...

So, I give you MY opinion... because its the one I have...

If there is often similarity between my opinions and Williams... that's probably because we both think the law actually MATTERS... and don't think management should ignore it, or just make things up as they go along... the way others do.

Williams and I have frequently disagreed...

Unfortunately for CLYW holders, my opinions have too often been proven more right than his...