Hey guysI dont think the issue here is whether or not the offer...

Hey guys

I dont think the issue here is whether or not the offer was conditional at time of voting,

The issue is that when a resolution needs to be passed of some kind and it is concerning someone within the company (eg. Director of CRE wants CRE to buy a uranium plant that he is a director of.. that Director can not vote in this resolution as it is a breach of CONFLICT OF INTEREST)

So what Stone is arguing now, because the resolution has to do with the company FML, that FML was not allowed to vote at this meeting (which it did not) BUT, shareholders which had already ACCEPTED the offer were allowed to vote.

These members are now being accused of having a CONFLICT OF INTEREST as they have a material personal interest in the outcome of the resolution. Stone wants them treated in this way, and therefor making their votes invalid. Which is a fair call, which means 65% of the votes would not longer stand.

I'd agree with Stone on this one and think they have a great case to argue, but having said that, i don't think they will successfully argue this because it can be claimed that EVERY shareholder has this exact same 'material personal interest' in the outcome of the resolution.
It can be argued that these shareholders had no 'material personal interst' in FML at the time the offer was made, and the resolution is subsequent to that offer and therefore those shareholders have a right to vote as their interest in FML has only come about because of the offer.

I don't see this action being successful as every single person that voted in favour of the resolution being passed would of HAD to of agreed that they wanted their CRE shares being taken over by FML and therefore making every single YES vote a BREACH of Conflict of interest.

Also I'm pretty sure that this provision only applies to Directors and people that have substantial power in the company, so Stone has no chance of getting a ruling against the votes cast by every day shareholders.

It will all come down to whether or not FML CONTROLLED the shares of those that voted, because people that accepted the offer still had CONTROL of their CRE shares and were able to vote as CRE shareholders, FML did not yet CONTROL these shares and their voting rights therefore there has been no breach.

Interesting to see how this one plays out, but it seems Stone is trying to push...something up hill..