First, I wasn't necessarily defending the BoD, though we could argue endlessly about their options/alternative actions to avoid settling with Moore under his proposed terms, which included direct involvement of DL and the terms of the ComAg. But perhaps that argument would be worthwhile to place things in proper perspective.
The point of my post was not necessarily to forgive the BoD of that time of any poor judgment, but to point out that DL is the ultimate culpret IMO, and he was selected and foisted on PTSC by Moore at his insistence.
I'm a check & balances oriented person, especially in the conduct of business. I'm also a process analyst (it goes hand-in-hand). The ComAg was approved by the Moore/TPL side (certainly without hesitation, and the only "business person" may have been Mac - assuming he had some business experience), the PTSC BoD which consisted of two attorneys and a high end accountant (no business people), Swartz/Lincoln, and Caplan (in the insurance business). While ignoring all other aspects of the situation at the time (things not going well in court, time ticking away even then), if it were me, I would not have signed the settlement agreement or ComAg.
The problems are known:
1. Sole licensing authority to DL.
2. No provision to prevent commingling.
3. No established performance metrics to be met and exceeded (if they were included, I would have encouraged performance by including an Award/Incentive Fee system to reward strong performance).
4. No system for arms-length visibility of performance to metrics.
The latest TPL/PTSC agreement does away with problems 1 and 2, and to a limited degree 4. There may be things to support item 3 - I do not know.
This is a big improvement. No where near where I'd want things, being a checks & balances fanatic, but a vast improvement. I think we're on the same page here.
And PTSC, with others, is directly participating in DL/TPL's BK proceedings. BTW (not directed at you), I suspect there is a strategic reason why PTSC is not seen at the forefront of certain actions against DL in these proceedings. This IMO does not mean they were totally disconnected, but likely fostered or at least encouraged these actions.
So the BoD has made a huge leap ahead. Too little, too late? Maybe. But I believe opportunities continue to exist, investment wise, or I wouldn't be here. Neither would anyone else. And anyone who suggests that they only remain invested for some supposed, imaginarily profound noble cause should IMO rethink what they are doing.
In any case, I just wonder what people would like to see the BoD do differently. We have the above improvements to the situation, and we have the company's stated intent to issue dividends when funds become available (which seems to be the prevailing desire of shareholders). But these things are consistently ignored.
We do have a continued lack of communication with shareholders. While problematic (hey, I don't like wondering around in the dark either!), I strongly suspect that two things are in play: advice from counsel to lower the cone of silence due to TPL BK and other legal proceedings, and a difficulty of predicting outcomes of licensing litigation activity as well as TPL BK activity. So don't say anything, and if you could there is no way to issue much forward-looking guidance with any confidence since virtually outcomes are unpredictable. Unfortunate for PTSC and all shareholders, but IMO this is where we are, and the ultimate of frustration for most here. And no doubt frustrating to the BoD.
As always, IMO it ain't about the past, it's about the future. There is no money to be made in the past.
FWIW,
SGE
