Topic: What to expect from Bitcoin Magazine - page 3. (Read 13904 times)

Here is another reason NEVER to form partnerships with other people.  If you don't have the cash to pay someone for doing work on your business then don't give them an equity stake.  Instead give them a guaranteed percentage of the profits.

Guess what happens when someone that owns 51% of the company decides to sell it?  It is sold.  Tough luck for the 49%.

I'm just waiting for the "you say sorry first" episode of this soap opera.

Hmmm...tell someone you're sorry or go through an odious legal battle...

It's amazing that this is an actual choice someone has to make.

What a sick culture.

Dear Bittalk Media Ltd, Mihai Alisie and some others I offer you an opportunity to publicly retract all defamatory statements made by you which must be accompanied  by your public and sincere apology. Failing that legal action against you at this point is unavoidable.

Legal action for defamation is being prepared and once it is filed it likely will ultimately result in a number of corporate and personal bankruptcies. It is not what I would want but you are forcing my hand.

Of all the ways in which the US legal system sucks, at least there's the fact that libel and slander laws have such a high burden of proof, and are so easy to defend against, that most people never need to worry about them.

Dear Bittalk Media Ltd, Mihai Alisie and some others I offer you an opportunity to publicly retract any defamatory statements made by you which must be accompanied  by your public and sincere apology. Legal action for defamation is being prepared and once it is filed it likely will ultimately result in a number of corporate and personal bankruptcies. It is not what I would want but you are forcing my hand.

I have copies of the Lloyds bank statements and PayPal history of Bittalk Media, which Vladimir willingly shared with me.   I honestly have not had time to sort through them beyond just the most recent transactions.  

However I can confirm that on the day of 12 November, Vladimir paid himself 4552.80 GBP.  Here is a screenshot of the transaction history given to me by Vladimir.



This was the exact day he resigned ( https://bitcointalksearch.org/topic/m.1330827 ) and while he was still in control of the bank account.  To my knowledge, he is still in control of the bank account today, despite having resigned all duties as a Director and employee.

I looked at the invoices that are posted on http://codinginmysleep.com/the-bittalk-media-meltdown/ and I have similar copies in my files, which I received from Vladimir directly, so I can verify their authenticity.

I think you are legally obligated to notify minority shareholders if you reduce the firm's business activities by 75% or more, even if their is no formal dissolution.

In order to refresh Mr. Vladimir’s memory also regarding the over $3,000 payments for the digital edition software expenses I am attaching the following bank statements:


http://www.xe.com/ucc/convert/?Amount=1921.79&From=GBP&To=USD

 http://www.xe.com/ucc/convert/?Amount=529&From=GBP&To=USD

Regarding the denial of the fact that he blocked the $65,000 investment in the company I will let the other shareholders speak.
 
Unfortunately I cannot show the expenses that he has failed to explain because there are no accounting logs (surprise).

From what's been posted no-one is talking about the Ltd company having been dissolved, although that would be the logical next step after all creditors have been paid, all claims settled and any surplus paid to shareholders.   It is the express duty of directors to prevent a company from trading while insolvent, even if that requires selling assets (and a director paying himself while leaving the company unable to pay other creditors is certainly a questionable action).  From what we've been told, following the resignation of Vladimir and his wife Mihai was the sole remaining director which would mean that the legal responsibility to avoid insolvent trading rested on him.

You can certainly argue that it would have been nice if all of the shareholders were consulted about the decision to sell assets, but under the circumstances it might not have been legally required given the statutory obligations to which a director is subject.

While the potential for conflicts of interest is enormous when self-dealing is involved, it doesn't always affect other shareholders in a negative manner - which is why each case needs to be looked at on its merits.  If BitTalk Media was unable to pay its creditors following the resignations of Vladimir and his wife, then it had limited options for continuing to trade and there were few options for providing any return to shareholders.

I don't think that anyone has handled this situation impeccably, but pragmatic solutions are rarely ideal ones.   This situation didn't arise suddenly and there were plenty of opportunities along the way for power plays which would negatively affect the value of the company to be avoided.

During the period of November 13-15, Bittalk had 293 GBP in the bank account, which I could not access.  The company had $58 in our PayPal account, which also I could not access.  Both accounts were under the sole control of former employee and former Director Mr. Vladimir, after he resigned.

We were already late for the printers which needed cash in advance to print issue 5.  Failure to print and deliver issue 5 to Barnes & Noble would jeopardize and possibly put us in breach of contract.  We did not have enough bitcoins to sell to pay the printer either.  As of this day (nearly 1 month later) no person currently employed at Bittalk (including myself) has access to our bank account or to the PayPal account.  Mr. Vladimir is still in full control of these nearly 1 month after resigning, despite repeated requests to relinquish control. 

On the 16th of November, as the only remaining director of the company, I sought and received approval from shareholders representing 75% of the voting interest of Bittalk Media to sell company assets for the purpose of raising cash.  This was handled properly under UK law by a UK attorney.

While the terms of the deal are undisclosed, I was able to receive a fair price for selling the surplus magazines, iMac computer, and other intangible assets.  In addition, all revenue from Barnes & Noble for issues 3, 4, and 5 would remain property of Bittalk Media.

Looking forward to issue 6, the company was in a weak financial position to fund the writers, illustrators, layout, printing and shipping.  I worked without a salary on issues 1, 4 and 5 to help the company conserve cash.  I would have been willing to work without a salary again on issue 6, but if money was committed to starting on production, there would likely be another shortfall in a few weeks.

To maximize the cash value to shareholders, I decided to stop all production on issue 6, not incur any more expenses at all, and return as much cash as possible to our shareholders.

This process will be handled by a liquidation attorney to make sure all revenue and cash is properly accounted for and distributed.  This will include the Barnes & Noble revenue for issues 3, 4, and 5.  All shareholders of Bittalk Media will receive a cash dividend payment once this process is complete.

Bitcoin Magazine will live on, and is now owned by a very talented group of persons in the bitcoin community with very good business experience.

Even if Valdimir is the sole minority shareholder, I'm pretty sure that it is a breach of fiduciary duty for the majority shareholders to dissolve the LLC without providing the minority shareholders with advance notice. The minority shareholders must be given an opportunity to voice objections prior to the dissolution if their participation has any chance of affecting the outcome. Even though the minority shareholders lack the voting power to block the dissolution directly, they could still might voice objections that influence the decisions of other shareholders. Thus the rule. This is true even if there are no other forms of self-dealing involved.

Unsurprising. If Vladimir and the shareholders were wronged... and one of the new owners are aware of this, it might bite ya.

Yes, I'm also a co-owner in the new company.  My interest in participating was to see the publication of the magazine continue.  As far as I can tell, everything was executed properly (but clearly Vladimir disagrees).