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Did Directors ‘duty of loyalty’ to our company or our stockholders who derived an improer personal benefit having Wells Fa...
Actors omission not in good faith <ul><li>Did act of omission by actors act in bad faith and are there compelling facts in...
Cendant (Oct 2005) Former Marketing Services Div  <ul><li>Sale received preferred stock with carrying value of $83 million...
Affinion Holdings  Inc an affiliate of Apollo <ul><li>August 1, 2006, $58 million. </li></ul><ul><li>Jan 2007 Co received ...
Silverman Separation benefits Mr. Silverman 10K 12/31/2006 <ul><li>Realogy relieved from contractual obligation to deposit...
Directors duty of loyalty to co and stockholders -  <ul><li>Our amended and restated certificate of incorporation provides...
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Cendan05 Sale Unduly Benefits Owners

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Transcript of "Cendan05 Sale Unduly Benefits Owners"

  1. 1. Did Directors ‘duty of loyalty’ to our company or our stockholders who derived an improer personal benefit having Wells Fargo & Co. as Parent of TRG (Title Resource Group) ? Cendant Sale 2005 Marketing Division Acquisition Apollo affiliates IPO Realogy benefit
  2. 2. Actors omission not in good faith <ul><li>Did act of omission by actors act in bad faith and are there compelling facts involved intentional misconduct or a knowing violation of law? </li></ul>
  3. 3. Cendant (Oct 2005) Former Marketing Services Div <ul><li>Sale received preferred stock with carrying value of $83 million (face value $125 million) </li></ul><ul><li>Warrants carrying value $3 Million in Affinion Group Holdings Inc (an affilaite of Apollo) part of purchase price consideration. </li></ul><ul><li>Separation right to 62.5% of proceeds from Cendant’s investment in Affinion </li></ul>
  4. 4. Affinion Holdings Inc an affiliate of Apollo <ul><li>August 1, 2006, $58 million. </li></ul><ul><li>Jan 2007 Co received $66 Million of cash proceeds related to redemption of portion of preferred stock investment - gain of approximately $20 million </li></ul><ul><li>Kenosia Funding LLC securitization amend arrangement to increase borrowing capacity from $125 million to $175 million. </li></ul>
  5. 5. Silverman Separation benefits Mr. Silverman 10K 12/31/2006 <ul><li>Realogy relieved from contractual obligation to deposit lump sum amount ‘rabbi trust’ (eg execution of merger agreement with Apollo affiliates. </li></ul><ul><li>Mr. Silverman paid off $50 Million. </li></ul>
  6. 6. Directors duty of loyalty to co and stockholders - <ul><li>Our amended and restated certificate of incorporation provides that no director shall be liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation on liability is not permitted under the DGCL, as now in effect or as amended. Currently, Section 102(b)(7) of the DGCL requires that liability be imposed for the following: </li></ul><ul><li>  </li></ul><ul><li>• </li></ul><ul><li>any breach of the director’s duty of loyalty to our company or our stockholders; </li></ul><ul><li>  </li></ul><ul><li>• </li></ul><ul><li>any act or omission not in good faith or which involved intentional misconduct or a knowing violation of law; </li></ul><ul><li>  </li></ul><ul><li>• </li></ul><ul><li>unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the DGCL; and </li></ul><ul><li>  </li></ul><ul><li>• </li></ul><ul><li>any transaction from which the director derived an improper personal benefit. </li></ul>
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