Back from two amazing weeks in Cabo San Lucas. Thanks to those who expressed some concern about the reasons for my absence. Now that I am back, it's the same stuff, different day. If you know any BK attorneys, perhaps you might inquire about the following.

TPL filed BK and at least one of our directors sits on the BK committee. If there is an opportunity to reduce Leckrone's control of PDS through the Bankruptcy Court, and our Directors have not pursued this opportunity then aren't they in breach of their fiduciary responsibility to PTSC shareholders? We should be demanding to know why they won't protect the shareholders. They have to know how frustrated shareholders are.

Does anyone know if a shareholder can contact the BK Court and asked to be appointed to the committee? If our BoD won't take better care of managing our assets perhaps we need to be represented on that committe (if allowable).

Worth posting again....Cliff, Carl, Gloria I hope you are reading this

Breach of Fiduciary Duty

Breach of the fiduciary duty of care arises either through the board of directors making a decision in a negligent manner (e.g. lack of involvement and failure to monitor managers) or failing to act to avoid a preventable loss (e.g. failure to monitor and prevent employees’ non-compliance with law).

Breach of the fiduciary duty of loyalty generally occurs when there is director self-dealing – the director obtains a benefit at the expense or to the detriment of the corporation or its shareholders. Examples of breach of the fiduciary duty of loyalty include:

• A director, or an affiliate of the director, has some hidden interest in a transaction;

• A director deprives the corporation of an opportunity that would be of interest to the corporation;

• A director receives undisclosed, third-party compensation (e.g. a broker’s fee) for arranging a transaction that involves the corporation; or

• Directors compensate themselves excessively, at the expense of shareholders (e.g. awarding and backdating stock options).

Fiduciary Liability

Breach of fiduciary duties either by a director or the board of directors exposes the entire board or a particular director or directors to shareholder lawsuits. A shareholder(s) can sue the corporation and/or director(s) directly (e.g. Shareholder A sues Director X) or bring a shareholder derivative suit and sue on behalf of the corporation. Remedies vary, but range from the court preventing the taking of an action or ordering that transaction proceeds be handed over to the corporation.

http://www.shajlaw.com/media/reports/BoardofDirectorFiduciaryDuties.pdf