Hey Carib,

Your point of breach of fiduciary duty by the board is well taken.

I have not read the shareholder's agreement, but I suspect that it's not publicly available. Are we certain that the agreement says Finskiy is not allowed control over the Board even if it's temporary (i.e. less than a year?)... they could certainly argue that no important decisions were made with an imbalanced board (Scola resigned just prior to the offer).

I definitely agree that the right thing for Finskiy to do would have been to exercise the warrants, but without more evidence, we cannot prove that there was a breach of FD here. What if Finskiy transferred/sold his shares before the board could ask him to exercise? Or what if the board argues that they thought debt is less dilutive than warrant exercise at that time?

Not everything is black and white here. We probably need a lot more evidence/facts to put a case together.

Cheers,

Uall