balducci, I'll attempt to answer your question.

The Century BOD had a majority of Canadian residents until it was re-constituted in January 2010 that saw the resignation of 3 CMM directors and the addition of 2 Finskiy directors. Then the BOD had 4 directors with 1 Canadian - 25%, no problem.

The Shareholders Agreement specified that the Board should consist of 7 members - 3 CMM and 3 Finskiy and a mutually selected Chairman.

At the AGM in June two new directors were added - 1 American and 1 from the UK. No Chairman was added as Peggy was deemed to be the best candidate. There should still have been a 7th director elected. Now the BOD consisted of 6 with one Canadian. This was a violation of the Canadian Business Corporations Act and at the AGM, where two new directors were being added, was the time to ensure compliance.

Where Peggy was turfed a few weeks later, Finskiy had control and there was still only one Canadian on the Board. This continued until March 9 when Scola resigned and after all of the deals had been made. No director other than Sheridan could be considered as a Canadian resident. Sheridan himself could be considerd to be in a conflict of interest because he is a partner in the legal firm that handles all of Century's legal affairs and they will benefit substantially by all of the legal fees generated from the merger arrangement.

Really we had no one looking out for the interests of minority shareholders.