I believe Tony should be barred from participating in the Scheme vote due to a clear CONFLICT OF INTEREST!
From the Scheme Booklet and using common sense, it is clear that Tony will be offered a role at Pfizer, as will other employees of ResApp.
As such, Tony has a MATERIAL PERSONAL INTEREST in the Pfizer deal going through. Whilst Pfizer might be smart enough to not formally offer him a role ahead of the Scheme meeting in a cheeky attempt to skirt around the Corporation Act laws, my view is that there is an actual, or at the very least, a perceived lack of independence.
Accordingly, I strongly believe Tony should not be able to vote any of his shares in the Resolution. He should also NOT be able to direct his vote to the Chairman as his proxy, as that would undermine the operation of the conflict of interest protections.
If Tony or the Board are aware of a conflict of interest and fail to disclose it, they would very likely be in breach of their Director obligations.
It is important for us to reiterate this to Tony and the BoD. Tony holds over 10m shares that he plans on casting in favour of the vote. Shame on him. If we can prevent his votes being cast this would represent a nice win for the NO vote.
Tony and the BoD's appear keen to flog our company off to Pfizer at the lowest end of the IER. It is NOT a good deal for us shareholders, regardless of how many times they try to shove that fairytale down our throats.
Clearly this raises questions: What backdoor promises/deals have been made with Pfizer? What has Pfizer offered Tony or the BoD's personally to win them over? Something stinks...
Section 195 of the Corporations Act is the power that should be relied upon to prevent Tony and any other Directors with a conflict from voting on the Scheme resolution.
We have an amazing company with great prospects. I'm not willing to part ways at this low ball offer price. Up your bid Pfizer and then we can talk.195 Restrictions on voting—directors of public companies only
Restrictions on voting and being present
(1) A director of a public company who has a material personal interest in a matter that is being considered at a directors’ meeting must not:
(a) be present while the matter is being considered at the meeting; or
(b) vote on the matter.
