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Posted On: 08/11/2021 11:24:50 PM
Post# of 154105
I agree that any omissions by Patterson are potentially compelling in support of Cytodyn's position.
I wonder what is the meaning of a "currently proposed transaction"?
Patterson's $350 million disclosure is an omission if and only if this portion of the bylaws is operative, as reported in paragraph 46 on page 14 of the Cytodyn complaint:
(ix) no participant in this solicitation or any of his or its associates was a party to any transaction or series of similar transactinos, since the beginning of the Company's last fistcal year, or is a party to any currently proposde transaction, or series of similar transactions, to which the Company or any of its subsidiaries was or is to be a party, in which the amount involved exceeds $120,000.
If indeed Cytodyn rejected Patterson's offer as noted on page 2 of the August 6 Cytodyn complaint, then Patterson's offer seems to be non-current and thus not required to be disclosed by the bylaws.
But perhaps there are other legal precedents and rules that must be appllied to construct the definition of "current". Today's 13D letter claims the $350 million proposal was somewhat ephemeral so that may play a role as well.
I wonder what is the meaning of a "currently proposed transaction"?
Patterson's $350 million disclosure is an omission if and only if this portion of the bylaws is operative, as reported in paragraph 46 on page 14 of the Cytodyn complaint:
(ix) no participant in this solicitation or any of his or its associates was a party to any transaction or series of similar transactinos, since the beginning of the Company's last fistcal year, or is a party to any currently proposde transaction, or series of similar transactions, to which the Company or any of its subsidiaries was or is to be a party, in which the amount involved exceeds $120,000.
If indeed Cytodyn rejected Patterson's offer as noted on page 2 of the August 6 Cytodyn complaint, then Patterson's offer seems to be non-current and thus not required to be disclosed by the bylaws.
But perhaps there are other legal precedents and rules that must be appllied to construct the definition of "current". Today's 13D letter claims the $350 million proposal was somewhat ephemeral so that may play a role as well.
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