Empire strikes back to shred butterflies by law
The grotesque assault on shareholder democracy by the penny dreadful, Empire Oil and Gas, proceeds apace. Readers may recall Susanne Devereux, the retired nurse from Queensland who is being dragged through the WA courts in a defamation suit after she posted comments critical of Empire's management on the HotCopper chat site.
Devereux had already lost $50,000 as an investor in Empire. Adding insult to injury, she is now being pursued by its managing director Craig Marshall and fellow directors Bevan Warris and Neil Joyce via the well-known Perth lawyer, Martin Bennett.
We are advised, incidentally, that the phrase "well-known Perth lawyer" is not defamatory, at least not yet.
The Empire board had threatened a slew of its own shareholders, demanding they apologise for allegedly libellous HotCopper posts, pay directors' legal bills and even "make an appropriate offer to compensate for the damages caused to date; [saying that] in Western Australia since 1984 the award for nominal damages is $5000 per publication".
Anxious shareholders saw this as a demand to pay $5000 per post. One told us he was "up for $300,000" and could not afford to pay. The latest twist in this ugly saga of unfree speech is yet another Empire threat against HotCopper, this time to stop the website raising money for a "fighting fund" to help Susanne Devereux defend herself.
After our last story on Empire, hundreds of HotCopper punters vented their spleens. One comment "thread" about Devereux and defamation was viewed more than 6000 times. The vast majority of posts were in support of the 68-year-old former nurse and HotCopper's managing director, Greg D'Arcy, who has set up a trust to fund legal defences of his members who get sued.
More than a dozen HotCopper members are being pursued by various companies and their directors - companies that, effectively, are deploying their shareholder funds to harass their own shareholders.
For Empire, Bennett is now demanding HotCopper delete the offending threads that debate the defamation laws, "failing which your client will be reported to ASIC and defamation proceedings will seriously be considered by my clients as well as me".
The shrill missive also claims, incorrectly, that Empire directors had suffered further loss of reputation as a result of "Ms Devereux who incorrectly advised Mr West [this reporter] of the nature and status of proceedings" etc. For the record, we have had zero communication with Ms Devereux.
As for loss of reputation, it is hard to see how anybody could do more damage to the reputations of Marshall, Warris and Joyce than Marshall, Warris and Joyce.
Meanwhile, in court, where shareholder money and taxpayer money in court-time is frittered away on this ludicrous matter, Empire has been trying to stop Devereux from deferring her defence. Due to health issues arising from the pressure of the case, she had asked the court for an extension of time until next month. Justice Rene Le Miere granted it.
It pays to shop around
When it comes to cutting-edge mergers and acquisitions strategy, the mighty Albidon is without peer. Rather than fussing about with our silly old Australian rules, Albidon Limited has simply gone jurisdiction shopping in the Caribbean. And why not?
Here is a company listed on the Australian Stock Exchange, with operations in Zambia, now subject to a takeover by a Chinese company based in Hong Kong whose major shareholder is registered in the British Virgin Islands.
It makes sense, for in the BVI a major shareholder is allowed to vote its shares. In sunny Tortola, moreover, a statutory merger only needs a 50 per cent vote of approval.
Although Albidon last changed hands at 8¢, and the takeover bid is pitched at just "$US0.0025", this would seem to be quite the done deal. The major shareholder already owns 49.93 per cent and only has to get to 50 per cent to take control in the BVI.
This 50 per cent approval is the way to go. Under the annoying Australian regime, a scheme of arrangement requires a 75 per cent vote.
Do we detect a trend? Is it the "not bothering" trend? We hear that the abysmal Compass Resources did not bother to have an annual meeting in 2012. It didn't bother to get an exemption from the regulator either. Simply didn't bother with that tawdry Section 250N of the Corps Act.
Compass is the company that brought us the world's first 42-day Half Year Financial Report. In other parts, half years tend to comprise six-month periods. Not Compass, it got that old half-year down to 42 days. In the land of the TV sharemarket report, they'd call it a "new fresh record high".