PDS is/was managed by a 3 member "management committee". One member was a TPL representative (Leckrone), one member was a PTSC representative (Pohl and later Johnson), and one was an "independent manager" (Nielson). A simple majority is/was required to carry decision making authority. Such decision making authority as deciding whether to approve license deals that fell outside of normal parameters, authorize expenditures such as funding TPL's "special lobbying efforts", engaging third parties, etc. These are typical functions of a director as has been determined in case law.

Nielsen's "independence" IMO was always in question as he came to the party as a representative in TPL's attempts to buy the MMP from PTSC. Nonetheless, as PTSC agreed to have him as the independent manager, the argument against his non-independence is weakened initially. HOWEVER, not long after the PDS merger, Nielsen became and EMPLOYEE of TPL! NO LONGER was there a premise of independence nor any argument to support it. Nielsen's income was dependent on delivering for his employer. Something EMPHASIZED when he lost his job after bucking Leckrone and voting with PTSC in the resolutions that started the legal machinations of PTSC v TPL.

Now with Leckrone and Nielsen both as TPL employees, PDS was ruled by TPL, and could overrule PTSC as clearly they did as exhibited by PTSC filing suit. PDS was and continues to be the LIFEBLOOD of the PUBLIC Company that is PTSC. However, its decision making authority and direction were under the majority helm of TPL. PTSC readily admits it is totally dependent on MMP revenues and since PTSC ceded control of that revenue source to TPL through the M.A. and CommAg. through PDS' control, they have indeed created "directors" out of Leckrone and Nielsen and by extension TPL and Alliacense.

Per the SEC:

"Consistent with the Exchange Act's definition of "director," the Commission has stressed that "a person's title is not determinative" of whether he or she is a director. See Ownership Reports and Trading by Officers, Directors and Principal Security Holders, Exchange Act Release No. 28869, 48 S.E.C. Docket 234, 236, 1991 WL 292000, at *4 (Feb. 21, 1991). A person may be a director without holding the title, if he or she functions as a director. See, e.g., Interpretive Release on Rules Applicable to Insider Reporting and Trading, Exchange Act Release No. 18114, 23 S.E.C. Docket 856, 861, 1981 WL 31301, at *5 (Sept. 24, 1981)."

Furthermore, per the SEC:

"The Commission recognizes that a person who functions as a director should be considered a director for purposes of Section 16, regardless of title. See Ownership Reports, Exchange Act Release No. 28869, 48 SEC Docket at 236, 1991 WL 292000, at *4; Interpretive Release, Exchange Act Release No. 18114, 23 SEC Docket at 862, 1981 WL 31301, at *5. But where a person does not have that title, he or she must have more than access to non-public information about the company, and must do more than assist the board in formulating policy. Were that alone sufficient to render persons de facto directors, attorneys, investment advisers, and others who help guide the board in its decisions would be deemed directors."

Essentially, the SEC says they have to be "policy decision-makers". And that is EXACTLY what Leckrone and Nielsen were with respect to how, when and with whom PTSC would enter into license agreements and collect revenue and disperse that revenue through the entity PDS because of the authority that PTSC surrendered to them.

It seems clear that they SHOULD HAVE reported their trading of PTSC shares under Section 16(a) of the Exchange Act as it applies to directors. However, even if the technical argument can be made that they aren't REQUIRED to (which in my opinion I've just refuted), the fact remains that PTSC, as part of its Fiduciary Responsibility to shareholders, and as officers and directors who were "compensated for their efforts" for negotiating those agreements, should have required that reporting as part of the agreements made with TPL.