Martijn Steger and Katja Garvey presented "Piercing the Corporate Veil" at Friedrich Graf von Westphalen & Partner in Freiburg, Germany on June 23, 2015.
The presentation discussed the differences between a corporation and LLC, subsidiary management and discovery and document production obligations.
International Metals Trading, LLC 506c Offering MemorandumScott J. Levine
Convertible Preferred Membership Units Class A.
Price per unit $4. Units include one share common, 25% warrant coverage & 3% interest. Please do not hesitate to contact me directly at 631.353.7254 as we have experienced many positive updates on our growing portfolio.
Martijn Steger and Katja Garvey presented "Piercing the Corporate Veil" at Friedrich Graf von Westphalen & Partner in Freiburg, Germany on June 23, 2015.
The presentation discussed the differences between a corporation and LLC, subsidiary management and discovery and document production obligations.
International Metals Trading, LLC 506c Offering MemorandumScott J. Levine
Convertible Preferred Membership Units Class A.
Price per unit $4. Units include one share common, 25% warrant coverage & 3% interest. Please do not hesitate to contact me directly at 631.353.7254 as we have experienced many positive updates on our growing portfolio.
Contents are listed in the 1st page
P/S : Hi, I am sharing my personal notes of law-related subjects. Some parts of them are explained in a very informal-relaxed way and mix of languages (BM and English). Secondly, as law revolves every day, there will be outdated parts in my notes. Two ways of handling it.. (1) double check with the latest law and keep it to yourself (2) same with No. 1 coupled with your generosity to share with us, the LinkedIn users (hiks ^_^). Till then, have a nice day!
Investors in Integrated AG, Integrated CBD, and other Patrick Horsman Investment Programs who believe they suffered losses might be able to pursue claims against third parties that may have assisted, facilitated, or participated in the alleged misconduct.
Visit https://investorlawyers.org/patrick-horsman-investor-center/ for more information and important disclosures.
Jersey is likely to see a raft of pension changes come into force in 2016, but that shouldn't stop people investing in a Self Invested Personal Pension (SIPP).
In fact, any changes that do occur in Jersey's pension marketplace are only likely to be more advantageous for SIPPs.
Positioning Your Start-Up For Success: Advice to Entrepreneurs Forming a CompanyWilmerHale
Explores choosing an entity, where to incorporate, IP protection, employee and independent contractor relationships, issuing and vesting of equity, issued and reserved shares, and Section 83(b) elections.
Insider Lease Agreements (Series: Fairness Issues in Real Estate-Based Bankru...Financial Poise
It is a common play in real estate to create a separate operating entity to serve as a tenant and execute a lease between the owner of the property and himself. Typically, this happens in assets which serve as a real estate-based business, such as a retail property. The structured enables the operator to reduce the taxable income of the business and also provide a liability shield for the property owner.
This arrangement can lead to some ethical issues, should the property owner become distressed. For example, is the lease amount above market and therefore being used to inflate the property valuation? Is rent actually being paid? Is there a proper lease in place or just an internal handshake? Attorneys need to understand the set-up in order to know what is in bounds and what is outside the lines.
To view the accompanying webinar, go to:https://www.financialpoise.com/financial-poise-webinars/insider-lease-agreements-2021/
John Darer of 4Structures in Stamford, CTJohn Darer
John Darer of 4Structures in Stamford, CT is an AM Best Recommended Structured Settlement Expert, Sudden Money® Advisor, Settlement Planner, Watchdog. John Darer is a well-known highly skilled creative structured settlement expert, Certified Financial Transitionist, Registered Settlement Planner, licensed insurance agent, listener, communicator, thought leader and problem solver.
Contents are listed in the 1st page
P/S : Hi, I am sharing my personal notes of law-related subjects. Some parts of them are explained in a very informal-relaxed way and mix of languages (BM and English). Secondly, as law revolves every day, there will be outdated parts in my notes. Two ways of handling it.. (1) double check with the latest law and keep it to yourself (2) same with No. 1 coupled with your generosity to share with us, the LinkedIn users (hiks ^_^). Till then, have a nice day!
Investors in Integrated AG, Integrated CBD, and other Patrick Horsman Investment Programs who believe they suffered losses might be able to pursue claims against third parties that may have assisted, facilitated, or participated in the alleged misconduct.
Visit https://investorlawyers.org/patrick-horsman-investor-center/ for more information and important disclosures.
Jersey is likely to see a raft of pension changes come into force in 2016, but that shouldn't stop people investing in a Self Invested Personal Pension (SIPP).
In fact, any changes that do occur in Jersey's pension marketplace are only likely to be more advantageous for SIPPs.
Positioning Your Start-Up For Success: Advice to Entrepreneurs Forming a CompanyWilmerHale
Explores choosing an entity, where to incorporate, IP protection, employee and independent contractor relationships, issuing and vesting of equity, issued and reserved shares, and Section 83(b) elections.
Insider Lease Agreements (Series: Fairness Issues in Real Estate-Based Bankru...Financial Poise
It is a common play in real estate to create a separate operating entity to serve as a tenant and execute a lease between the owner of the property and himself. Typically, this happens in assets which serve as a real estate-based business, such as a retail property. The structured enables the operator to reduce the taxable income of the business and also provide a liability shield for the property owner.
This arrangement can lead to some ethical issues, should the property owner become distressed. For example, is the lease amount above market and therefore being used to inflate the property valuation? Is rent actually being paid? Is there a proper lease in place or just an internal handshake? Attorneys need to understand the set-up in order to know what is in bounds and what is outside the lines.
To view the accompanying webinar, go to:https://www.financialpoise.com/financial-poise-webinars/insider-lease-agreements-2021/
John Darer of 4Structures in Stamford, CTJohn Darer
John Darer of 4Structures in Stamford, CT is an AM Best Recommended Structured Settlement Expert, Sudden Money® Advisor, Settlement Planner, Watchdog. John Darer is a well-known highly skilled creative structured settlement expert, Certified Financial Transitionist, Registered Settlement Planner, licensed insurance agent, listener, communicator, thought leader and problem solver.
Early-stage companies need tremendous amounts of cash to grow rapidly. Yet, angel groups and venture-capital firms are not usually a realistic option for early stage startups. Additionally, entrepreneurs often find that financing options such as savings, friends, family, and bank loans, even if available, cannot cover the high startup costs attendant to growing a business. Recently, the media has anointed "crowdfunding" as the solution to this startup capital gap. But what exactly is crowdfunding?
It is a common play in real estate to create a separate operating entity to serve as a tenant and execute a lease between the owner of the property and himself. Typically, this happens in assets which serve as a real estate-based business, such as a retail property. The structured enables the operator to reduce the taxable income of the business and also provide a liability shield for the property owner. However, this arrangement can easily lead to some ethical issues, should the property owner become distressed. Where is the line between a savvy real estate strategy and unethical behavior? This webinar presents practice pointers on how to use the ABA Model Rules as a guide to navigating ethical issues in Insider Lease Agreements. Model Rules addressed include those that govern the client-lawyer relationship (Rule 1.7: Conflict of Interest: Current Clients); those that speak to the need for candor toward the tribunal and fairness to an opposing party and counsel (Rule 3.3 through 3.4); and the necessity for truthfulness in statements to others and issues surrounding unrepresented persons (i.e. Rule 4.3).
Part of the webinar series: ETHICAL ISSUES IN REAL ESTATE-BASED BANKRUPTCIES 2022
See more at https://www.financialpoise.com/webinars/
This presentation considered newly enacted progressive trust laws within the overall context of the vital importance of selecting proper trust jurisdiction in the wealth planning process. Concepts such as the community property trust, dynasty trust, directed trust, trust protector, family advisor, privacy, and trust taxation were discussed in detail, with special focus on how these compelling modern trust planning tools have combined to render the United States both a worldwide tax and privacy haven for families across the nation.
Private Placement Memorandum for Real Estate FundndNick Jevic
Private Placement Memorandum for your real estate fund. Are you a real estate professional that is seeking to raise capital for your real estate investment ideas? Don't waste your time trying to write your PPM from scratch, and don't blow $20,000 or more to have your attorney write your PPM.
Easy to use private placement templates written specifically for real estate investing.
http://www.transcapitalpro.com/real-estate.html
Federal diversity jurisdiction is conditioned on two requirements – the amount in controversy must exceed $75,000, and there must be “complete diversity,” meaning that no defendant may have the same “citizenship” as any plaintiff.
In this CT Corporation webinar, learn more about diversity jurisdiction with special guest Thomas E. Rutledge of Stoll Keenon Ogden PLLC. For more information, head to ct.wolterskluwer.com.
Alexander Elbanna - Founder at Digital World ExchangeAlexander Elbanna
Alexander Elbanna Digital World Exchange is a decentralized social media blockchain, putting you back in control of your data and communication. We are an off the grid blockchain solution that doesn’t require internet or cell service to power of application. We have built a privacy-focused social media marketplace for identity, messaging, filestorage, content creation and payments.You control what you want to store, who you want to communicate with and what friends and networks to publish.
Everything you ever wanted to know about trustees: What does it mean to be a trustee? What are your responsibilities and liabilities? What makes a good trustee?
For more information, please visit us at www.givnerkaye.com
An astonishing, first-of-its-kind, report by the NYT assessing damage in Ukraine. Even if the war ends tomorrow, in many places there will be nothing to go back to.
01062024_First India Newspaper Jaipur.pdfFIRST INDIA
Find Latest India News and Breaking News these days from India on Politics, Business, Entertainment, Technology, Sports, Lifestyle and Coronavirus News in India and the world over that you can't miss. For real time update Visit our social media handle. Read First India NewsPaper in your morning replace. Visit First India.
CLICK:- https://firstindia.co.in/
#First_India_NewsPaper
03062024_First India Newspaper Jaipur.pdfFIRST INDIA
Find Latest India News and Breaking News these days from India on Politics, Business, Entertainment, Technology, Sports, Lifestyle and Coronavirus News in India and the world over that you can't miss. For real time update Visit our social media handle. Read First India NewsPaper in your morning replace. Visit First India.
CLICK:- https://firstindia.co.in/
#First_India_NewsPaper
‘वोटर्स विल मस्ट प्रीवेल’ (मतदाताओं को जीतना होगा) अभियान द्वारा जारी हेल्पलाइन नंबर, 4 जून को सुबह 7 बजे से दोपहर 12 बजे तक मतगणना प्रक्रिया में कहीं भी किसी भी तरह के उल्लंघन की रिपोर्ट करने के लिए खुला रहेगा।
Here is Gabe Whitley's response to my defamation lawsuit for him calling me a rapist and perjurer in court documents.
You have to read it to believe it, but after you read it, you won't believe it. And I included eight examples of defamatory statements/
31052024_First India Newspaper Jaipur.pdfFIRST INDIA
Find Latest India News and Breaking News these days from India on Politics, Business, Entertainment, Technology, Sports, Lifestyle and Coronavirus News in India and the world over that you can't miss. For real time update Visit our social media handle. Read First India NewsPaper in your morning replace. Visit First India.
CLICK:- https://firstindia.co.in/
#First_India_NewsPaper
04062024_First India Newspaper Jaipur.pdfFIRST INDIA
Find Latest India News and Breaking News these days from India on Politics, Business, Entertainment, Technology, Sports, Lifestyle and Coronavirus News in India and the world over that you can't miss. For real time update Visit our social media handle. Read First India NewsPaper in your morning replace. Visit First India.
CLICK:- https://firstindia.co.in/
#First_India_NewsPaper
El Puerto de Algeciras continúa un año más como el más eficiente del continente europeo y vuelve a situarse en el “top ten” mundial, según el informe The Container Port Performance Index 2023 (CPPI), elaborado por el Banco Mundial y la consultora S&P Global.
El informe CPPI utiliza dos enfoques metodológicos diferentes para calcular la clasificación del índice: uno administrativo o técnico y otro estadístico, basado en análisis factorial (FA). Según los autores, esta dualidad pretende asegurar una clasificación que refleje con precisión el rendimiento real del puerto, a la vez que sea estadísticamente sólida. En esta edición del informe CPPI 2023, se han empleado los mismos enfoques metodológicos y se ha aplicado un método de agregación de clasificaciones para combinar los resultados de ambos enfoques y obtener una clasificación agregada.
1. gcg301!
-Saving…
Gordon
100%
125%
Open
in
Pages
JED762627.1
052708-NEWNEW
May 28, 2008
Re: Starpower Home Entertainment Inc. and Gordon Kraft
Dear Mr. Pidgeon:
We represent Gordon Kraft, a member of the Board of Directors of Starpower Home
Entertainment Inc. (“Starpower”).
Initially we were contacted by Mr. Kraft regarding the attempt by Starpower to execute a
new loan agreement in the place of the promissory note of June 17, 2005, which I will
hereinafter refer to as the “Original Obligation”. For reasons still unclear, Starpower has
determined that the Original Obligation should be superseded and replaced by yet another
document which I will hereinafter refer to as the “Substitute Obligation.” Simply because
Starpower would like another document does not mean Mr. Kraft must agree to it.
No holder of any note can precipitously and unilaterally decide that an obligation should
be superseded by another. Nor, in this case, can the Original Obligation be canceled and
David Pigeon
May 28, 2008
replaced with a Substitute Obligation in the absence of some additional consideration or a mutual
agreement to do so entered into between Mr. Kraft and Starpower. Mr. Kraft chooses not to enter
into a novation. Whatever obligations Mr. Kraft may have to Starpower will be determined by
the four corners of the original note as augmented by the agreements, discussions and
understanding extrinsic to the four corners of the Original Obligation but which became part of
it. Yet, I do acknowledge the possibility that there may be some material information that I have
not yet been made aware of. If you can provide me with some explanation regarding the legal
basis for Starpower to unilaterally demand the execution of a Substitute Obligation in place of
the Original Obligation, I remain ready and willing to hear whatever material information you
may have to provide.
In the course of providing us relevant information regarding the Original Obligation, we
also have had the opportunity to speak to Mr. Kraft concerning the nature of his original
investment in Starpower and how Starpower has been managed over the years. As more
information was received, we have become more dismayed and disturbed about the treatment of
Mr. Kraft.
The inaccurate information provided to Mr. Kraft at the time he invested, exacerbated by
the information withheld from Mr. Kraft prior to the time that he invested in Starpower, has
caused us to review the initial solicitation of investment. As you are well aware both the federal
and state governments can and do regulate their respective areas of securities transactions. There
is a strong public policy at each level to protect investors and the public at large from investment
2. JED762627.1
052708-NEWNEW
is a strong public policy at each level to protect investors and the public at large from investment
fraud. It appears that the representations and promises made to Mr. Kraft while material have not
yet come to fruition. Hence, at this point, Mr. Kraft reserves all rights that he has under the
Securities Act of 1933 (15 U.S.C. § 77a et seq.) and the Securities Exchange Act of 1934
(15 U.S.C. § 78a et seq., as later augmented by the National Securities Markets Improvement Act
of 1996 to pursue any such claims. Further reserved are those rights that Mr. Kraft may have
under California law and in particular, under the Corporate Securities Law of 1968 (California
Corporations Code §§ 25000 – 25706) as may be applicable to Mr. Kraft during the time that he
was a resident of the state of California or to the securities offerings made in the state of
California. At this time, Mr. Kraft makes no election regarding whether he will seek his rights of
rescission or damages.
Even more troubling is the conduct of certain inside directors and the officers of
Starpower over the years. It is axiomatic that directors and officers of any corporation occupy a
fiduciary relationship to the corporation and its shareholders. They are not permitted to use their
position of trust and confidence to further their private interests at the expense of the corporation
or its minority shareholders. Moreover, under the special facts and circumstances which appear
to be applicable in the case of Starpower, the directors and officers cannot legally withhold
information from minority shareholders such as Mr. Kraft, but rather have the full and fair duty
to disclose all relevant facts. Anything less than full disclosure is tantamount to, if not actual
fraud. Simply put, directors, and to a large degree, officers, must act in good faith and in the best
interests of the corporation and stockholders and with due care and diligence within the bounds
of their authority. Hence, it is the directors’ and officers’ duty to promote the interests of the
-2-
JED762627.1
052708-NEWNEW
David Pigeon
May 28, 2008
shareholders including minority shareholders as well as that of the corporation. No corporate
officer or director is permitted to use their position of trust or confidence to further their private
interests. Rather, directors, and to some degree, officers, must maintain prudent and honest
observance of the limits of their corporate powers consistent with their fiduciary obligation.
They cannot make any use of their power or the corporate property to secure for themselves an
advantage not common to all shareholders. Those in management of a corporation who misuse
their position of trust to further their private interest at the expense of the corporation will, at a
minimum, be held liable for any damage, and accountable for any benefits so obtained. At a
minimum, it appears that the existing management of Starpower has been focused more upon
preserving and pursuing their own personal interests rather than pursuing opportunities which are
in the best interests of Starpower and beneficial to all, not simply a few of its shareholders. The
recently enacted bonus plan is just a small example. It appears under this plan that a premium
has been put on maintaining the status quo for the benefit of existing management and the
majority shareholders rather than focusing on business opportunities, opening new stores, raising
capital, and engaging in all the endeavors typically associated with management practices that
have all shareholders’ interests in mind.
At this point we have not yet assimilated all of the relevant facts or determined the full
range of legal theories of recovery. We have determined that although Starpower maintains its
headquarters in the Dallas/Fort Worth metropolitan area in the state of Texas, that Starpower has
installed many of its systems across the United States. Some of these installations have included
California. Hence, we are of the view that Starpower has availed itself of the rights and benefits
of doing business in California, and has such sufficient contacts so as to render it subject to
California general jurisdiction. Simply put, we believe that a California court can hear at least
some, if not all, of the claims of Mr. Kraft.
My initial response to the receipt of the information provided to me by Mr. Kraft would
normally be simply to file a lawsuit. Yet, Mr. Kraft has valued his relationship with Starpower
and believes in its product and potential. For that reason, Mr. Kraft has asked me to afford you
the opportunity to avoid litigation. I am writing this letter to give you a period of time up to and
including June 17, 2008 within which to make a proposal to Mr. Kraft to sever his relationship
with Starpower and compensate him for the damages and losses he has suffered. The date of
June 17, 2008 has no significance other than that is the date I will be returning from China. Any
failure to respond or a dismissive response will be viewed as an unequivocal invitation to
immediately institute a lawsuit.
Very truly yours,
BERLINER COHEN
JOSEPH E. DWORAK
E-Mail: joseph.dworak@berliner.com
-3-