coujoe62 - i agree and would make the same counter
Post# of 15187
Posted On: 01/15/2016 1:59:02 PM
coujoe62 - i agree and would make the same counter argument:
"Jacknjillio I would argue that the company is doing exactly as you state and that is taking care of its obligations to its shareholders."
to again take it further (and i posted this on iLie awhile back several times and it kept being removed) the company is in a unique situation where filing/keeping shareholders current and informed is most likely AGAINST the best interests of those shareholders. the company has a fiduciary responsibility to the shareholders to protect and enhance shareholder value. period. if filing provides an open door for the lenders to convert and dilute with no abandon which would have forced the R/s and then it would have continued - did the company protect its shareholders...? if not filing was the only way to protect them - was it wrong?
now - as far as the suit from the lenders - did they operate in good faith? when they lent the company money and said "we want to be a partner with you" - did that mean immediately destroying the company? in any "normal" lending scenario - do the banks go out and burn your house down while increasing your mortgage payments/amount due every month? one can argue contract law and they signed the contract but contracts are only valid if both parties enter into them in good faith, both parties have a reasonable ability to understand what they are agreeing to, and both parties continue to operate in good faith relative to the contract during its terms. here is where the situation also remains unique - the specific language about the company remaining current in their filings. per the lender agreement - that is a covenant. it allows them the ability to convert/dilute without the company being able to stop them. however, the company's auditor was shut down by the SEC. how many companies did this auditor work with that were connected back to the lender...? that is a different line of questioning.
however, if the company cant reasonably file because of the auditor and the auditor is holding them hostage - are they still operating in good faith? is the lender operating in good faith when holding their feet to the fire? further, where does the obligation to the shareholders begin and end with respect to the contract with the lenders? if honoring that contract means eviscerating the shareholders which is the most basic tenet of being a fiduciary - what is the company to do? further - if the lender is asking them to break that sacred trust (which is what the entire market is predicated upon) - are they really operating in good faith?
whether or not the company offered to pay/settle with cash wont be known until after the trial/filings. but we do know the company had cash coming in and we do know the language Veal used was specific but to what end - we wont know until the company updates.
so - going back to the point about protecting shareholders - it isnt cut and dried with respect to filings. if you originally had 1MM shares at $0.001 and that was then turned into 10K shares at $0.001 due to R/s and ensuing, immediate converting/dilution driving the price right back down - did the company protect you...? there shares have anti dilutive measures built in to maintain control of the company. yours do not.
ultimately - i believe this is what the case will come down to. lender proving damages and it operated in good faith for the entirety of the contract. i think they will be seriously hampered by prior bad acts and the wake of destruction they caused. if HJOE has the cash (which it appears they do based on the last quarter of dealers/product shipments), they should be able to fight back unlike most of the companies that the lenders put under that had not cash resources to mount a defense.
"Jacknjillio I would argue that the company is doing exactly as you state and that is taking care of its obligations to its shareholders."
to again take it further (and i posted this on iLie awhile back several times and it kept being removed) the company is in a unique situation where filing/keeping shareholders current and informed is most likely AGAINST the best interests of those shareholders. the company has a fiduciary responsibility to the shareholders to protect and enhance shareholder value. period. if filing provides an open door for the lenders to convert and dilute with no abandon which would have forced the R/s and then it would have continued - did the company protect its shareholders...? if not filing was the only way to protect them - was it wrong?
now - as far as the suit from the lenders - did they operate in good faith? when they lent the company money and said "we want to be a partner with you" - did that mean immediately destroying the company? in any "normal" lending scenario - do the banks go out and burn your house down while increasing your mortgage payments/amount due every month? one can argue contract law and they signed the contract but contracts are only valid if both parties enter into them in good faith, both parties have a reasonable ability to understand what they are agreeing to, and both parties continue to operate in good faith relative to the contract during its terms. here is where the situation also remains unique - the specific language about the company remaining current in their filings. per the lender agreement - that is a covenant. it allows them the ability to convert/dilute without the company being able to stop them. however, the company's auditor was shut down by the SEC. how many companies did this auditor work with that were connected back to the lender...? that is a different line of questioning.
however, if the company cant reasonably file because of the auditor and the auditor is holding them hostage - are they still operating in good faith? is the lender operating in good faith when holding their feet to the fire? further, where does the obligation to the shareholders begin and end with respect to the contract with the lenders? if honoring that contract means eviscerating the shareholders which is the most basic tenet of being a fiduciary - what is the company to do? further - if the lender is asking them to break that sacred trust (which is what the entire market is predicated upon) - are they really operating in good faith?
whether or not the company offered to pay/settle with cash wont be known until after the trial/filings. but we do know the company had cash coming in and we do know the language Veal used was specific but to what end - we wont know until the company updates.
so - going back to the point about protecting shareholders - it isnt cut and dried with respect to filings. if you originally had 1MM shares at $0.001 and that was then turned into 10K shares at $0.001 due to R/s and ensuing, immediate converting/dilution driving the price right back down - did the company protect you...? there shares have anti dilutive measures built in to maintain control of the company. yours do not.
ultimately - i believe this is what the case will come down to. lender proving damages and it operated in good faith for the entirety of the contract. i think they will be seriously hampered by prior bad acts and the wake of destruction they caused. if HJOE has the cash (which it appears they do based on the last quarter of dealers/product shipments), they should be able to fight back unlike most of the companies that the lenders put under that had not cash resources to mount a defense.
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