The cost of being a "dissident"
posted on
Feb 17, 2018 12:46PM
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Quite a few years ago Fluffy was involved in a "dissident" shareholder group Fluffy thought it was going to be a very easy process being part of a dissident group attempting to bring a more open and democratic process to a corporate BOD.
To challenge a corporate BOD was a serious and expensive process. To attain the legal 5% stock ownership required for calling a "special meeting", was to be blunt, a pain in the backside. Fluffy as a then significant shareholder had to contact his broker and ask that his shares be sent to him in certificate form. This was not done for free. Once the share certificate arrived Fluffy then had to go to his lawyers office and ask for legal documents to legally prove that the Cat was indeed the president and owner of the corporation that owned the shares. This was not done for free.
The legal documentation proving Fluffy owned the shares along with a copy of the actual share certificate then had to be sent to the lawyers office who was representing the "dissident" group. That documentation was then sent on to the company to prove that the "dissident" group indeed owned the legal 5% of shares needed to initiate a "special meeting" of the shareholders.
The real downside for the Cat was the possibility if the share price spiked upwards the Cat could not trade into the share spike because the Cat was holding the share certificates and could not sell any or all of them quickly because they were not with the brokerage. That could have cost the Cat money. There was the other possibility that if the share price went into the toilet the Cat could not sell his shares quickly because the share certificates were not held in his brokerage account.
There were other downsides to being a "dissident". Fluffy as a rather large shareholder of the public corporation was asked to help fund the legal process in arranging a "special meeting" of the shareholders. This was a major cost for those of us who took the initiative to inact positive and progressive changes to the BOD. In the end we the "dissident group" won the day and placed three new members to the BOD.
The new board members we elected could not and did not share confidential corporate information with the dissident group that was not publicly shared with other shareholders. What the three new board members managed to accomplish, was to bring a very positive business approach to the way the company was managed. This new business approach was instrumental in the corporations abililty to raise funding for needed projects.
In the end it turned out to be quite successful for all involved. However, it was very time consuming and very expensive for the original group of dissatisfied shareholders who formed the original "dissident group". To be succinct, I have nothing but admiration for the "dissident group" of Zenyatta shareholders who are undertaking this needed and necessary change in the current makeup of the Zenyatta BOD. It will be a time consuming and very expensive undertaking for those involved. Cheers, Fluffy the Cat.