With Nkwe directors awful, deceptive and "very selective"...

With Nkwe directors awful, deceptive and "very selective" responses on the ASX like the recent "Legal Opinion" on the $AUD5.48million loan, I say its time to go legal.

I know Bermuda has Representative and Derivative Actions.

2.2 Representative Actions
Order 15, rule 12 of the Rules of the Supreme Court provides that if a number of
people have the same interest in legal proceedings, the proceedings may be begun
and continued by or against one or more of them as representing all. Where
representative action is taken, the individual shareholder does not bring an action in
his own right alone, but on behalf of himself and all his fellow shareholders. Given a
common interest and a common grievance, a representative suit is in order if the relief
sought is in its nature beneficial to all whom the plaintiff proposes to represent. A
judgement will bind all persons represented unless the plaintiff did not fairly fight the
case or the other persons were not actually named as parties to the proceedings.
Accordingly, an individual shareholder may bring an action to remedy a wrong done
to the company or to compel the company to conduct its affairs in accordance with the
rules governing it, even though no wrong has been done to him personally, and even
though the majority of his fellow shareholders do not wish the action to be brought.
In such an action, the plaintiff must claim for himself and on behalf of other
shareholders who have suffered the same infringement of a personal right. Any
damages arising from such actions are awarded to the plaintiffs in a manner as agreed
or as ordered by the court. In any event, there is uncertainty whether damages are
available as the sole remedy in a representative action.

2.3 Derivative Actions
In certain circumstances, a shareholder may, rather than seeking to enforce a personal
right, enforce a claim on behalf of the company. In general, in order to support such a
claim on behalf of the company, the shareholder should approach the directors in an
effort to persuade them to take the appropriate action. If they decline, a derivative
action may be brought under an exception to the rule in Foss v Harbottle see
below.
The individual shareholder may seek to enforce the company’s rights by suing in
representative form on behalf of himself and all the other shareholders in the
company (except the wrongdoer, if the wrongdoer is a shareholder) against the
wrongdoer. This procedure is not a true representative action because the plaintiff is
seeking to enforce not his own right of action, but a right of action vested in or
derived from the company. The principle is that an action can be brought on behalf of
the company by the minority shareholders, on the footing that they are
representatives, to obtain redress on its behalf.
In such actions, the judgement is given in favour of the company, so that the plaintiff
obtains no personal benefit from the judgement directly, and the plaintiff can only sue
if the company can sue itself if the company has been dissolved or struckoff, no
derivative action can be brought. The alleged wrongdoers are made the defendants in
the action but the company itself is joined as a nominal defendant in order that it is
bound by the judgement.
If the plaintiff can show that the legal action constituted “a reasonable and prudent
course to take in the interest of the company” then he can apply to the court for an
order that the company should indemnify the plaintiff against the costs of the action,
whether or not the action succeeds.
A derivative action may be brought against directors and promoters who have been
guilty of a breach of their fiduciary duties to the company where they are able to
prevent the company from suing them in its own name because they control a
majority of the votes at a general meeting, or because they are otherwise able to
prevent a general meeting from resolving that the company shall sue them.
Derivative actions have been permitted against directors for misappropriating the
company’s property or misapplying it in breach of company law in order to compel
such directors to account to the company for profits made by appropriating for
themselves a business opportunity which the company would otherwise have
enjoyed; to rescind an allotment of shares made by such directors to themselves and
their nominees in order to preserve their majority voting power at general meeting or
to deprive the shareholders who controlled the company of their power to control it in
the future; and, to compel such directors to make a call on their own shares equal to a
call which they had made on the shares of the other shareholders
The derivative action is subject, however, to the doctrine of “clean hands”. This
principle has been applied in cases of acquiescence by the plaintiff shareholder in the
wrongdoing of which he complains and in cases where the plaintiff has been regarded
as a puppet of outsiders whose interests are opposed to those of the company for
instance, where the plaintiff’s motive is to benefit a rival concern which has
encouraged him to sue and has indemnified him against costs.


For the full document on shareholder remedies here is the link:
http://www.conyersdill.com/publication-files/Pub_BDA_Bermuda_Rights_of_Shareholders.pdf

If we can support a case for Derivative Action then the legal bills is on Nkwe. We have plenty of evidence and we will soon be working with ASIC as well

Here is a website that talks about Bermuda Lawyers:
http://www.chambersandpartners.com/35/884/editorial/2/1