Tired

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Today has been a quarrelsome day. Even though on most days I spend my time in silence in the library or in my room, I had to attend a very unpleasant shareholders’ meeting today. It started at 9:30 am and relying on public transportation, I hauled myself to an out of the way and uncomfortably industrial part of Singapore where seafood is processed and got there at 9:00 am. From the very beginning the board of directors sought to oppress my rights as a member of the company. They insisted that there would be limits to what can be said even though it is clearly defined in Singapore’s Companies Act that, as a member of the company, I have the right to speak. It was a battle to even have them acknowledge the relevant sections of the law from which my right to speak as a shareholder derives and they had their legal counsel, who also doubled as the company’s secretary, sitting right beside them.

We had gathered to consider and vote on a related party transaction that obviously did not look right. The circular which had been distributed prior to the meeting contained numerous material omissions and apparent misrepresentations. The room had been stacked with parties friendly to the board (as is to be expected) and whose hostility could be felt as they breathed down my neck to peek into my notes. I began by questioning the work that had been done by the independent financial advisor hired to do the fairness opinion. As a former investment banker, this is an area I can claim some competence in and the work done was arguably negligent or else at least shoddy. At any rate, because of material mistakes in methodology, the opinion rendered was probably not valid. And this in turn calls into question the whole circular.

As I attempted to complete preliminary discussions, which were often interrupted by a hostile chairman raising irrelevant points, the meeting was abruptly and unlawfully forced to a close when some shareholders, with the concurrence of the board, insisted on a vote. We had only been in session for 2 hours and they were already claiming that the meeting had gone on longer than it should have. So without even discussing the body of the circular, a vote was taken and resulting poll showed that the board had narrowly prevailed (55% for and 45% against). Considering that the company is controlled by certain large shareholders, the results indicate that the bulk of minority shareholders are against this transaction.

I will now have to file a complaint with the Singapore authorities to void the results of the meeting. But because the target company is an Australian listed company, it is now also likely that I will have to file a formal complaint with the Australian authorities. I hate writing these complaints. The more I do this, the more bad blood there will be. Singapore being such a small place any action I undertake will also be construed as a political act or at least one that has political implications.

I am tired. Not having the means to afford a lawyer, I have had to learn more about company law than I would have wanted. One guy with no money going up against the richest and most powerful forces in the country; but hey at least I am doing something. And you know, just because I am autistic it does not mean that I am helpless!

Inspirering

It is done! The complaint has been written and today I will go to the offices of the Singapore authorities to file it. The EGM was held on August 15, 2008 and the complaint will be filed on August 19, 2008. It is a decent complaint though not as comprehensive as I would have liked it to be but that is due to the very tight self-imposed time pressures that I was working under. These people richly deserve the investigation. Not only have they tried to sell bad assets to minority shareholders in a company that is related to the controlling shareholder, they omitted to say that the industry the acquisition target is operating in is in the process of a NASDAQ like collapse and in fact represented the situation to be just the opposite. Thanks to Factiva and financial filings freely available from the internet, the case for fraud against them is strong.

Everyone knows that this transaction is dirty and because of that, the stock is now trading below cash value per share. The company is debt free, profitable and cash flow positive. Can you imagine the sheer viciousness of these shysters to want to force a capitulation at this price?

And now, it is time to gear up to write a more comprehensive complaint to be filed with the Australian authorities. The controlling shareholder’s son is the chairman of that company and it is going to be interesting to see what happens when the Australians receive the complaint.

...sounds like the annual general meeting of newslimited. It gets reported in the papers here because murdoch is such a celebrity. the average shareholders always get shafted by majority shareholders there too. I have very little direct experience of such matters but it seems there are other games being played besides earning dividends honestly for shareholders. I think ruining and breaking up companies is some other new type of war game.

Awesome stuff Zeno!

Let us know how it goes.

Thanks. Reading through all the stuff here at WrongPlanet.net, it occurred to me that some talk about the sort of things that an Aspie can do might be interesting. We are not helpless although I have to admit that getting a regular job or going out to build my own money management firm is probably out of the question because of the limits that autism imposes. But that does not mean that we should just sit around all day and feel sorry for ourselves. With plenty of time to read every filing, the best training anyone could have received on how to understand it, and all the tools I need to make the case and write the necessary complaint, this is something I can do to help make the world a better place.

We have to structure our lives around autism, but that does not mean that we cannot live!

Went to see a lawyer today and it was depressing. The lawyer I met was at one time the top criminal investigator for corporate crimes in the country but fell afoul of powerful individuals when he attempted to prosecute a case that involved one of Singapore’s "favored sons". He was entrapped in an elaborate scheme, fired from his position as a public servant and disbarred for nearly twenty years. It was only recently with the ascent of certain individuals that the wrongs of those years were superficially put right and he was readmitted to the bar. Not that I had high expectations of the meeting, for there are really no lawyers in town that can be relied upon, but to see the sorry state of a man who had once exemplified honesty and integrity in Singapore's legal institutions was saddening. Why should my country be thus?