The criminal thefts of stockholders equity via "stock buybacks" and the
fraudulent transfers of equity for little or nothing of value to the owners
of major American publicly owned companies via "mergers and acquisitions"
have left vast swaths of once great companies de facto bankrupt. Their
filings with the SEC would have only to be transformed into court documents
to complete the wipeout of cash paid public stockholders, most of the unsecured
creditors, and even many of those pretending to secured status. This topic
is intended to address what "should be" done to reform the current criminally
facilitative bankruptcy laws.
In the reformed corporate bankruptcy law, "Bankrupting Act" is defined as any of the following described activities: (1) repurchase of shares of stock from any person or group of persons at any price more than the Net Tangible Equity of the corporation calculated three months *after* the "stock buyback" is carried out; (2) any acquisition or merger in which more than 5% of the Net Tangible Equity, calculated as above, was paid for "Goodwill" a/k/a "excess of price paid over fair market value of assets acquired" or for any other "intangibles" (including software, licenses, and every other form of intangible "asset") acquired in the acquisition or merger; (3) any selective transfer of assets of the corporation to any person or group in any "reorganization" or similarly styled arrangement carried out on any nonratable basis. So-called "dutch auctions" used for any of these bankrupting acts shall be deemed NONratable fraudulent transfers of the property of cash paid public stockholders.
In the reformed bankruptcy laws, "Bankrupting Official" shall mean every officer, director, and every employee of the corporation whose aggregate remuneration including all benefits receivable at any future date exceeded $100,000 per annum at the time of the Bankrupting Act. Bankrupting Official shall include not only those holding such positions at the "time of filing" with the bankruptcy court, but all such within a period of seven years prior to the filing unless it is proven during the bankruptcy proceedings that no Bankrupting Acts occurred during the tenure of that official.
No Bankrupting Official shall be permitted to hold any position as an officer, director, or highly paid employee or consultant to the subject corporation after it is released from the bankruptcy court. Nor shall any such Bankrupting Official be permitted to hold any such position in any other publicly owned corporation for a period of no less than seven years after the Bankrupting Acts. In any bankruptcy proceeding where the ownership interest of cash paid public stockholders is impaired or obliterated, all personal assets of every Bankrupting Official shall be available to the full extent of all monies or values received by them during the time period when they were officials of the corporation bankrupted by their Bankrupting Acts, or receivable by them at any future time. No "insurance" coverage shall be allowed for perpetrators of Bankrupting Acts which maintains them personally whole while destroying the lives and fortunes of cash paid public stockholders.
There are rather a lot of major felons running around these days, gutting and looting formerly great American publicly owned corporations, stealing all of the stockholders equity for their own personal benefit or for the benefit of their criminal cronies in the stock maniipulation businesses, who might find it necessary to behave quite differently if these changes to bankruptcy law were in fact to be made. All the more reason that I propose that the criminal thieves and "creative destroyers" of the American financial system in fact be held responsible for their criminal acts against the American people abrogating Article IV of the US Constitution Amendments (which prohibits the kinds of illegal seizures of the property of American citizens which their criminal thefts invariably entail).
Bob Grumbine, September 2, 2008
article was originally written for the Facebook group "Readers of SEC Financial
Reports". Having noticed that MySpace allows people to see blogs
without signing their lives away (what FB requires) to become members of
MySpace, I added it there as a blog on 090221 about 9:37am PST. Subsequently
on 090308 it became one of my blogs on Bob Grumbine's Central Blogging
Site. It was also posted "for awhile" on the egregiously abusive
of elderly retired citizens AARP web site where their involvement in pushing
fraudulent "insurance" scams and promoting the interests of other Worsingdone
District of Corruption criminal gangs led them to encourage the New Inquisition
of the Oh! Bomb Ah regime whose impacts have included increasing the "wrongful
killings" by the Guild of Torturers Maimers and Murderers from the previous
90,000 per year up to more than 100,000 per year.
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