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Microcap & Penny Stocks : Amazon Natural (AZNT)

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To: antibash who wrote (12803)11/21/1998 4:07:00 AM
From: wonk  Read Replies (3) of 26163
 
..Where do you wish to go with this?

???

I wrote:

I don't believe the corporate shield protects mgt and the Board from personal liability since this is blatant"self-dealing"

You responded:

If it has anything, and I mean anything to do with business, it's covered!

and off we went.

Correct me if I am mis-interpreting, but your position seems to be that the conversion of "insider" common to preferred, without notice and offer, is permissable.

However, it is not permissable. The board and mgt have a fiduciary responsibility to act in the best interests of all shareholders. Treating the corporate coffers as a private piggy bank is an artifact of control. That is different -- legally -- from the instrument of ownership. The Board and management cannot discriminate between shares -- certificate 1 has the same rights as certificate 2.

To take -- what appears to be your position -- to its logical extreme, hypothetically, the Board could arbitrarily assign all future earnings to a single share of common stock, or a random grouping of shares, at their whim.

Is it your position that mgt and the Board can discriminate between shares of stock of the same class?

ww
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