RE:RE:Verde News ReleaseICT1111 wrote: Surely under stock exchange and/or company domicile rules this could/should render the AGM invalid. How can you have an Annual General Meeting of Shareholders where the shareholders are not free to vote?
Hello ICT,
Based on my conversations with the TSX regulators in the past two weeks, they are in complete agreement with your conclusion that an AGM following the protocols set out in Verde's 2021 Management Information Circular would render this AGM invalid and would nulify any shareholder resolutions and votes thereon.
This being said, it is unfortunately left up to shareholders to initiate action, either before or after such an invalid AGM, to launch a complaint and/or take civil action against the offending directors and officers of the Company. This leaves shareholders with a Hobson's Choice - any actions they launch will likely be defended by the directors and officers, using the financial resources of the Company to do so, thereby devaluing the Company that the shareholders in fact own. A shareholder action in the courts will vindicate our position, but will divert the productive efforts of management and devalue the asset we are trying to grow, hurting our interests. An action may well be the correct thing to do, but the result may be more hurtful than the original offense committed by the fiduciaries, as they well know.
It is this very imbalance of power between the Board and the Executive Officers on one side, and thousands of small shareholders on the other, that required the current regulatory environment that directs every director and officer to be burdened with a fiduciary responsibility. This fiduciary duty requires them to, at all times, place the interests of the Company and its shareholders ahead of their own self interest. Failure to do so is seen by the Courts to constitute oppressive action against the shareholders, and can result in serious consequences to fiduciaries who have been proven to have abdicated their fiduciary duties.
I am counting on the fact that our CEO is a qualified lawyer and shoud be well informed of the potential consequences of the actions of failed fiduciaries and so guide his actions and the actions of the Verde Board. That being said, I would remind shareholders of the Company's track record in the past in lost cases before the Courts in Brazil and the payment of various Court awarded payouts to the aggrieved applicants totalling hundreds of thousands of dollars.
Let's see what happens on June 30th.
Cheers,
S