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45. Plaintiffs incorporate by reference Paragraphs 1 through 44, inclusive, and make the same a part hereof as though set forth verbatim herein.
46. It should be noted that the Corporate Attorney, whomsoever, owes a fiduciary duty, not to the Officers and Directors of that corporation, but rather, his or her fiduciary duty is owed to the Corporation and its Shareholders. This too, is the cynosure of the Corporate Transfer Agent in its fiduciary relationship with the shareholders of record.
47. In respect to Publicly Held Companies, there are State and Federal laws, as well as Stock Exchange requirements geared to assuring the independence of Stock Transfer Agents and Registrars. The Transfer Agent who refuses to recognize the rightful owner may well be subject to the resulting damage to the successful owner of the shares. When a stock certificate has been properly indorsed by the registered owner, and has been presented to the Transfer Agent, that presenter has a presumptive right to registration on the corporate books and to have new certificates issued to his her or its name. The Uniform Commercial code provides for registration of the transfer under these circumstances.
48. Defendants, Continental Stock Transfer & Trust Company and its President/CEO, Michael J. Nelson, has a pellucid duty to Matrix [formerly named Maxima Holding company, LLC] as the Shareholder of Record of over three hundred eleven million, one hundred and twelve thousand, two hundred and twenty four (311,112,224) capital shares of Purewater Sciences International, Inc. for a period of over six(6) years. Their duty was two fold:
First, there must be a standard of care, or Business Judgment Standard, applied when Defendants, and each of them, or at least two or more of them, who were not official Officers or Directors of Purewater Sciences International, Inc. came to Continental with a plan transfer those three hundred and eleven million, one hundred |
