Seems to be holding on. I'll bet we close above 3.12
Internet stocks are getting slaughtered! Pandora is down almost 12%. Good thing Sirius is not an Internet company! Although, aren't the two companies always compared to being the same? (Internet / satellite same thing right?)
""The Board, and its individual directors, each owe certain fiduciary duties to the
Originally Posted by Redcloud
Corporation. These duties (i.e., the duties of care, loyalty and candor), are described in the
memorandum that is attached hereto as Exhibit B.
Fiduciary Duties of Directors
Members of the Board of Directors of the Corporation for Public Broadcasting owe fiduciary duties to the Corporation. The principal duties are the duty of care, the duty of loyalty and the duty of candor.
Duty of Care
Directors owe to the Corporation a duty to exercise reasonable care when making corporate decisions and when performing their corporate responsibilities. Directors are obligated to perform their duties in good faith, in a manner reasonably believed to be in the best interests of the Corporation, and with the care that an ordinarily prudent person would reasonably be expected to exercise under similar circumstances. When making decisions, the duty of care requires directors to put forth a good faith effort to inform themselves of all material information reasonably available and to exercise appropriate judgment. The duty of care also requires directors to take adequate steps to see that the senior officers of the Corporation are properly managing the Corporation’s business and affairs. This includes instituting (i) information and reporting systems reasonably designed to provide them and senior management with timely, accurate information sufficient to allow them to reach informed judgments concerning the Corporation’s performance and (ii) compliance policies reasonably designed to ensure that the Corporation and its officers comply with laws applicable to the Corporation.
Duty of Loyalty
The duty of loyalty is a director’s duty not to benefit personally at the expense of the Corporation. In order for a director to satisfy this obligation, the director must not allow personal or partisan political interests to prevail over the interests of the Corporation. Furthermore, directors may not use assets of the Corporation (including information) for personal gain or to the detriment of the Corporation.
Duty of Candor
The duty of candor requires that a director disclose to the other directors all facts of which the director is aware that could be material to the Board’s consideration of the matters before it. The duty of candor is of particular relevance in those instances in which the director has a conflict of interest or a potential conflict of interest regarding a matter before the Board. Where there is such a conflict or potential conflict, the duty of candor requires that the director disclose the director’s self-interest so that the disinterested directors can make an informed decision."
Fiduciary Duties Of Controlling Shareholders,
"Delaware law addresses the risks posed to minority shareholders in companies controlled by large shareholders with a considerable degree of success where the transaction is structured as a negotiated merger. However, where the acquirer chooses a tender offer structure, Delaware law has, until quite recently, left minority shareholders largely exposed to the risk that corporate directors will act in collusion with the controlling shareholder to the detriment of minority stockholders. During the past two years, the Delaware Chancery Court has issued rulings articulating a legal framework that generally accepts target board inaction in the face of an unfairly priced tender offer launched by a controlling shareholder. While these recent decisions are arguably based on Delaware legal precedent distinguishing directorial duties in a merger context from those in a tender offer context, the decisions nevertheless illuminate a gap in the general duties of directors to protect minority shareholders when a tender offer structure is encountered.
At the same time, the line of Delaware cases permitting director inaction in connection with unilateral tender offers also legitimizes as non-coercive a class of tender offer transaction that leaves shareholders no practical choice but to accept an offer’s terms. Permitting director inaction while accepting coercive tender offer structures leads to an environment in which increasing numbers of shareholders in controlled companies will see their ownership interests eliminated at unfair prices. This phenomenon will initiate a cycle in which the value of the shares in companies controlled by a majority shareholders will become ever more depressed due to the perceived risk that minority shareholders will be eliminated at an unfair price through a related-party tender offer.
This article addresses the threat posed by unilateral tender offers initiated by controlling shareholders. First, the article will examine why it is particularly compelling today for majority shareholders to acquire the remaining stock in the public companies they control. Second, the article will address the process for taking a company private and the various deal structures that can be employed. Third, the article will review the standard of conduct governing directors in various related-party transactions. Fourth, the article will discuss both recent Delaware judicial decisions making it easier for directors to sit on the sidelines while controlling shareholders use the inherently coercive tender offer process to force minority shareholders into accepting below-value offers for their shares, and recent Delaware case law rejecting this trend. Finally, the article concludes by proposing significant changes to the rules governing directorial duties to minority shareholders in the context of controlling-shareholder initiated unilateral tender offers.
How so we fire this butt hole! He's proven so far he ain't even worth a penny!
Originally Posted by Redcloud
We all knew that Liberty has been in violation their fiduciary duties! The question is, what can we do about it? As it stands they are immune to any responsibility. I have been contemplating for weeks on creating a petition calling for accountability. But then what? Other than mob storming the Liberty offices in Colorado ( which would most likely result in arrests) , What can we do to get their attention? I've been sending emails to investor relations several times a day with not even one acknowledgement. Maybe we storm investor relations in NYC! We have been so abused by this company and all just complain all while having our arse cheeks spread. Is anybody pissed enough to at least try to change this situation or is it more comfortable to just hope and wait for that dream of a $5 stock somewhere down the road? Everybody's got to be together on this! Whose in? Anyone?
Originally Posted by Redcloud
We need Casey Anthony's Lawyer!!!
I'm in, but don't think we need to talk about our plan on a message board. I want Liberty out!!! Go mind your own business Aholes!!! They got their money we owed them and then some, buy their shares back and send them on their way Meyers!!! That would be the smartest thing. Until Liberty is out of our lives, we are screwed, imo. We can sit back and let their scheme they worked out behind our backs come into focus, or fight now while we still have a fighting chance. Satellite radio isn't going obsolete, it's just getting started. The question is... Who's going to own it?
I would ask for no less than Liberty's 40% stake back that they got for $12,500. That's minimum!!!
I'm going to investigate the plausibility more deeply. It may not be as hairbrained as it seems!
This would probably be a good starting point...Author Information
Originally Posted by bdp.
Kimble Cannon is a 1994 graduate of CLS and has previously published articles on corporate and securities law in publications including the Securities Regulation Law Journal and the CBLR.
Keep me posted
My TD ameritrade account shows an S&P upgrade for SIRI a short while ago. They moved the rating to BB from BBB-.