SEC action identifying behavior of actc management

[catchall]

Imo when the SEC action identified that a judge was given faulty information at the decision making time is significant. The information in front of the judge usually has the caviat -under pains of perjury etc-.
There is the concept and term of -claw back- when bad behavior enriched someone.
Why was the behavior signaled out? What might the judge system do?
I do not know what they might do or will do or can do but it would not surprise me if they did do something.
Judicial activism is a phrase bandied about but judges should not be told less than the truth the whole truth as the oath taken in front of them says.
Do not be surprised if you are surprised that is what I am thinkin

IMO. IMO. IMO

[dyooperya]

Imo when the SEC action identified that a judge was given faulty information at the decision making time is significant. The information in front of the judge usually has the caviat -under pains of perjury etc-.
There is the concept and term of -claw back- when bad behavior enriched someone.
Why was the behavior signaled out? What might the judge system do?
I do not know what they might do or will do or can do but it would not surprise me if they did do something.
Judicial activism is a phrase bandied about but judges should not be told less than the truth the whole truth as the oath taken in front of them says.
Do not be surprised if you are surprised that is what I am thinkin

IMO. IMO. IMO

Thanks for your guess, catch. Mine, as of now, is, I won't be surprised if actc pays whatever fine (Not that we need more of these expenses, but compared to what we have paid out over the years, per posts on rocky's corner, the fine may be rather small in comparison), if there is a fine, admits no guilt (as is the norm in these types of sec cases, per posts on rocky's corner) and continues to do what rabin says he is trying to do. Which is clean up the past and move the science and the company forward..........IMO and just my guess.........Good luck in your trading.....!!!

[TPatcher'sSon]

I think they will try to isolate BC from the rest of ACTC. They will claim it was Bill acting alone and without BOD approval so ACTC should not be accountable for the rouge CEO and his misinformation and deception. They will or should say if there will be a claw back or fine should come from BC's estate not unknowing ACTC. It may work.

[Joseph Exline]

I think they will try to isolate BC from the rest of ACTC. They will claim it was Bill acting alone and without BOD approval so ACTC should not be accountable for the rouge CEO and his misinformation and deception. They will or should say if there will be a claw back or fine should come from BC's estate not unknowing ACTC. It may work.

When it is all over,I would love to read the official decision straight from the SEC.I am guessing that the SEC is going to hold ACT liable and not move to go after Caldwell's Estate as they will claim that ACTC should have had in place the necessary by laws to avoid a one man train wreck.It will matter not at all to the SEC that ACT at the time was tiny and lacked infrastructure to avoid this debacle. IMO any motion to recoup restitution from Caldwell's Estate will be on behalf of ACT efforts and I just don't see it as Lanza held Billy C. dear.

The SEC wouldn't care if the BOD was Caldwell and 2 monkeys.IMO it is an ACT problem,unless Billy C is implicated in more criminal activity outside this complaint and it is somehow related to it.

Of course this is just my opinion.

[Joseph Exline]

On another note,ACT will probably pony up the fine based on the fact that going after the Caldwell Estate will probably cost as much as the fine in the first place all the while risking that sum only to be unsuccessful and dragging out litigation when what is needed is to put it behind us asap.

I see them only going that route if they are left in a situation where they have no other option whatsoever.

[dyooperya]

When it is all over,I would love to read the official decision straight from the SEC.I am guessing that the SEC is going to hold ACT liable and not move to go after Caldwell's Estate as they will claim that ACTC should have had in place the necessary by laws to avoid a one man train wreck.It will matter not at all to the SEC that ACT at the time was tiny and lacked infrastructure to avoid this debacle. IMO any motion to recoup restitution from Caldwell's Estate will be on behalf of ACT efforts and I just don't see it as Lanza held Billy C. dear.

The SEC wouldn't care if the BOD was Caldwell and 2 monkeys.IMO it is an ACT problem,unless Billy C is implicated in more criminal activity outside this complaint and it is somehow related to it.

Of course this is just my opinion.

Agreed, joe. I wouldn't think rabin (lanza would have nothing to do with a recoup of cash decision, as he is not the ceo-bod. And my guess is lanza has had his eyes opened with all this crap about bill....) would go after bills estate, if the fine (if there is one) is small.........Just move on with advancing the science and company.

[catchall]

I think they will try to isolate BC from the rest of ACTC. They will claim it was Bill acting alone and without BOD approval so ACTC should not be accountable for the rouge CEO and his misinformation and deception. They will or should say if there will be a claw back or fine should come from BC's estate not unknowing ACTC. It may work.

There is however a clause regarding BC that actc pays for his defenses civil or worse I guess. But if the SEC says he was breaking the law for personal gain even if it postponed bk it becomes stinky. How many shares did his estate have? Perhaps they would then hit the market in anger? Perhaps financially harmed shareholders from that time will take him on the same way the current lawsuit does. It appears that the chickens are coming home. A regulatory decision will come and those who have not signed the settlement papers because they did not know what was done to them will then know what was done to them.
There are no straight lines to an end result/conclusion in this shareholder abuse scheming. Just like/similar to the group that says the science is all that matters this scheming can be all that matters. The company has to move beyond it. When in front of the judges even the president does not know what the decision will be.
What is posted on this site that did not come from the company to the public is not a defense for the company.schemes schemes and darn schemes

[Gizmo]

The SEC is famous for going after little cases like this ACT thing, while doing nothing about the really big cases, which are harder to prosecute and where the defense is going to be formidable. I do believe that ACT should be held to account, but it would be nice if the big criminals were held to the same standard.

[keybridge]

Agreed, joe. I wouldn't think rabin (lanza would have nothing to do with a recoup of cash decision, as he is not the ceo-bod. And my guess is lanza has had his eyes opened with all this crap about bill....) would go after bills estate, if the fine (if there is one) is small.........Just move on with advancing the science and company.

As much as I would like to see ACT go after Caldwell's estate, I tend to doubt that they will. First, just the time and legal expense of another legal case that might take at least a couple of years to settle is a deterrent - and the attorneys for the estate might find or create something to make a counter-suit. And there might be a whole host of technical legal defenses that the defense might be able to raise.

But maybe most importantly, a lawuit would also be embarrassing for Rabin and the other board members who held seats on the board at the same time as this was all going down. If you're the defense counsel for the estate, you have to ask Rabin how it's possible to not know what was going on, especially in such a small company? And especially since Rabin should have been particularly aware of the details of the agreements signed by PDPI LLC for which he is an investor, and sensitive to ACT agreements signed by Caldwell that might run into conflict with the terms of the PDPI financing.

Rabin may want to let the sleeping dogs lie with this one.

[stemboat]

As much as I would like to see ACT go after Caldwell's estate, I tend to doubt that they will. First, just the time and legal expense of another legal case that might take at least a couple of years to settle is a deterrent - and the attorneys for the estate might find or create something to make a counter-suit. And there might be a whole host of technical legal defenses that the defense might be able to raise.

But maybe most importantly, a lawuit would also be embarrassing for Rabin and the other board members who held seats on the board at the same time as this was all going down. If you're the defense counsel for the estate, you have to ask Rabin how it's possible to not know what was going on, especially in such a small company? And especially since Rabin should have been particullarly aware of the details of the agreements signed by PDPI LLC for which he is investor, and sensitive to ACT agreements signed by Caldwell that might run into conflict with the terms of the PDPI financing.

Rabin may want to let the sleeping dogs lie with this one.

Agreed, the counsel for the BC estate would argue that Rabin was complicit because of his position on the board, and then would make a lot of noise about Rabin's potential conflict of interest after assuming the CEO position. Again we are just speculating here, but unless Rabin knows dirt we haven't seen and has bulletproof evidence all his actions as CEO prove sainthood, we will move on quickly, and hopefully the traders will see the PPS move as well.

[keybridge]

Agreed, the counsel for the BC estate would argue that Rabin was complicit because of his position on the board, and then would make a lot of noise about Rabin's potential conflict of interest after assuming the CEO position. Again we are just speculating here, but unless Rabin knows dirt we haven't seen and has bulletproof evidence all his actions as CEO prove sainthood, we will move on quickly, and hopefully the traders will see the PPS move as well.

I think it's just enough for the defense to show that there was contributory negligence on the part of individual directors to have the case dismissed.

Under the common-law rule of contributory negligence, a plaintiff, in this case ACT, whose own negligence is a contributing factor is barred from recovering from a negligent defendant.

[JHam]

As much as I would like to see ACT go after Caldwell's estate, I tend to doubt that they will. First, just the time and legal expense of another legal case that might take at least a couple of years to settle is a deterrent - and the attorneys for the estate might find or create something to make a counter-suit. And there might be a whole host of technical legal defenses that the defense might be able to raise.

But maybe most importantly, a lawuit would also be embarrassing for Rabin and the other board members who held seats on the board at the same time as this was all going down. If you're the defense counsel for the estate, you have to ask Rabin how it's possible to not know what was going on, especially in such a small company? And especially since Rabin should have been particullarly aware of the details of the agreements signed by PDPI LLC for which he is investor, and sensitive to ACT agreements signed by Caldwell that might run into conflict with the terms of the PDPI financing.

Rabin may want to let the sleeping dogs lie with this one.

That is just it. I would like to know at what point Gary actually did know about these transactions. If we knew about it by the end of 2009, I find it next to impossible that Gary didn't also know by at least this time. So then you have to wonder just how and when Gary did find out .

[Skulbone]

I'm really hoping that they are going after the bigger fish in this one & we get a slap.

[keybridge]

I'm really hoping that they are going after the bigger fish in this one & we get a slap.

ACT may have been named in the suit to mostly ensure cooperation. Gary must have known that the SEC was going to file, and perhaps is one reason, if not the main reason, why the Nasdaq application was held back. It would interesting to know how much discovery the SEC will devote to ACT in the case?

[JHam]

I'm really hoping that they are going after the bigger fish in this one & we get a slap.

Who do you mean by the bigger fish?

We already know who they are going after and the penalties the SEC is seeking for all of those involved.

"The Complaint charges all of the defendants with violations of the securities offering registration provisions, Unico and Advanced Cell with periodic reporting violations, Lopez for aiding and abetting Unico's periodic reporting violations, Peacock with beneficial ownership reporting violations, and Traveller for aiding and abetting Peacock's ownership reporting violations. The Commission seeks permanent injunctions, disgorgement of illegal profits with prejudgment interest, and civil penalties as to Unico, Advanced Cell, Peacock, and Traveller; a permanent injunction and a civil penalty as to Lopez; disgorgement of illegal profits with prejudgment interest and civil penalties as to Lefkowitz and Compass Capital; and an order barring Lefkowitz, Compass Capital, Lopez, Peacock, and Traveller from participating in any future offerings of penny stock."

As for ACT, I think have established the ballpark figure of the amount we will have to disgorge (around $3.1M?). I would like to know what we can expect as far as civil penalties are concerned.

[keybridge]

Who do you mean by the bigger fish?

We already know who they are going after and the penalties the SEC is seeking for all of those involved.

"The Complaint charges all of the defendants with violations of the securities offering registration provisions, Unico and Advanced Cell with periodic reporting violations, Lopez for aiding and abetting Unico's periodic reporting violations, Peacock with beneficial ownership reporting violations, and Traveller for aiding and abetting Peacock's ownership reporting violations. The Commission seeks permanent injunctions, disgorgement of illegal profits with prejudgment interest, and civil penalties as to Unico, Advanced Cell, Peacock, and Traveller; a permanent injunction and a civil penalty as to Lopez; disgorgement of illegal profits with prejudgment interest and civil penalties as to Lefkowitz and Compass Capital; and an order barring Lefkowitz, Compass Capital, Lopez, Peacock, and Traveller from participating in any future offerings of penny stock."

As for ACT, I think have established the ballpark figure of the amount we will have to disgorge (around $3.1M?). I would like to know what we can expect as far as civil penalties are concerned.

I'm actually more concerned about what bearing it will have on the Aronson-Groton case with the motion to dismiss...and of course with the eventual outcome of a trial or settlement?

Frankly, it's just absolutely amazing that ACT remains a going concern - I'm not sure if we're on a mission from God, or walking into a trap by the devil. blues-brothers_1660615c.jpg

[JHam]

I'm actually more concerned what bearing it will have on the Aronson-Groton case with the motion to dismiss...and of course with the eventual outcome of a trial or settlement?

Frankly, it's just absolutely amazing that ACT remains a going concern - I'm not sure if we're on a mission from God, or walking into a trap by the devil. blues-brothers_1660615c.jpg

I was just referring to the SEC charges. Aronson/Gorton is for sure the biggest concern for me as well and this SEC charge surely does not help things. I also hope that it begins and ends with this charge and that there is no further digging going on.

[catchall]

I'm really hoping that they are going after the bigger fish in this one & we get a slap.

A problem seems to be that the supremes reinforced that corporations are people in their eyes in citizens united. Also the justice system is supposed to be blind and not play favorites.

If even only one new shareholder or group from that time period that was wronged decides to start another lawsuit the horrors continue. Death spiral financing and the BOD took awhile to appoint Gary temp CEO something smells. Did Gary say there were regulatory concerns before the past few months?

[catchall]

As I read the numbers from actc posted in a thread by Rocky the toxic financing that shareholders were not informed of was for more than 1/2 of the then oustanding sharesThe SEC takes issue with what happened and then BC got tens of millions of shares. That will be hard to justify to a judge perhaps the one they misspoke to.( horror)

[rocky301]

As I read the numbers from actc posted in a thread by Rocky the toxic financing that shareholders were not informed of was for more than 1/2 of the then oustanding sharesThe SEC takes issue with what happened and then BC got tens of millions of shares. That will be hard to justify to a judge perhaps the one they misspoke to.( horror)

catch,

At the time the 260MM share "deal" was started, ACT had 215MM Outstanding shares and the authorized shares were
500MM..

what I stated was more than "1/2 of the authorized shares", which is even worse...

Mary S. Scriven is the Presiding Judge in the SEC v ACT case. She would not have been the "fairness hearing"
Judge where things were not reported in 2008 and as you can see from article she was nominated as a FEDERAL
Judge in July 2008....thanks
Magistrate Scriven nominated as federal judge - Tampa Bay Times