To: Binder who wrote (2154 ) 7/9/1998 1:04:00 PM From: Almost Blue Read Replies (2) | Respond to
I agree with most of what you said. I may be hard headed, but Midland had a fiduciary responsibility to all of the shareholders. Yes it was Fisher, Spriggs et al, but they allowed him to use their name. I think what the court would look at is the level of competence of the principals and how much responsibility that should have. In other words, would it be reasonable for others in their capacity to find out all of this. For example, the fact that there were problems with the patents? (didn't someone here on SI find that out on the internet? come on) Look, we are all fairly far removed from the deal. The closest is Gary. He and a few others found Fisher out. Was Gary ever privileged to read all the patent information, deal structure and all the DD at the office of Midland? Did he sit in on all the meetings to put the deal together? I doubt it. I know when I do a deal, the attorneys and principals are all over the deal with their due diligence. They leave no stone unturned. I guarantee, with all the information available to the principals, they would have smelled the rat. I am not talking about Gary here. Gary may be good, but no one is that good at DD, unless you are in every meeting, your at a disadvantage. I am talking about the principals and attorneys of Midland. No offense to anyone here, but if they (Gary, Charger and all the rest) could figure this all out from a distance, the fact that Fisher et al was doing what they were doing should have slapped the principals right in the face.
