Update on Aronson/Gorton Case... - Page 6
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Thread: Update on Aronson/Gorton Case...

  1. #101
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    Quote Originally Posted by HeyNow View Post
    And yet, the loss contingency accrual for the SEC litigation continues to rise and is >$4 million now. Any Gary quotes that address that?

    Not that I can find. Rabin's best-case scenario was never lower than $2.5 million. That in all likelyhood won't happen, so it's logical that the loss contingency would increase as legal expenses continue to accumulate.

    [=====]

  2. #102
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    I think he meant, ONLY after the uplist. No institution will invest in this company so long as it is a penny stock.

    Quote Originally Posted by crystalmind View Post
    Our CFO Ted said that institutions could come only after SEC case is over.

  3. #103
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    I said, if the discussion in the motion is true, and they don't have subject matter jurisdiction, nor diversity jurisdiction, then there is no way to overcome those defects in their case. I didn't exactly say that ACT has nothing to worry about. But if the facts and arguments of the motion are true, and I'm pretty comfortable with their statement of facts and law, then it will be hard for Aronson/Gorton to overcome such a fatal flaw in their case pleadings. They may litigate it for a while though, as no issue is easily put to bed. They may appeal the motion, they may make a case that the company doesn't have an HQ in California, etc. But then you're litigating primarily ancillary issues, not the primary issue in the case, and that can take a long time, and go nowhere, again, if the reality is true - and I think it's fairly obvious that the company has its HQ in California. And, unless they can pull something out of their hat, on Subject Matter Jurisdiction, or Diversity, which they may be able to do, then it's done. I didn't say it was actually done, I said if those points are true, and I qualified it with I'm not going to spend a lot of time on it because I think it's a BS case at this point in terms of the trajectory of the company and it's a waste of tiem thinking about it where we are (on bulletin boards). It's about moving shares around. It's not a fundamental case for the existence of the company, IMO, and it doesn't undermine the company's ability to move forward. It's basically, an interesting diversion for bulletin boards right now, but not that interesting in reality.

    For the company, it's an incredible waste of energy and time and resources, but really more of an irritant at this stage.

    Quote Originally Posted by Actc_fan View Post
    Not sure it helps anyone to state with a fair amount of certainty that ACT has nothing to worry about, especially after stating you haven't spent much time reviewing the complaint.

    I wouldn't be surprised to see this drag on for a while as some have said.

    (Edit: not directed at you Phoenix)
    Last edited by stemvest; 10-17-2013 at 01:31 PM.
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  4. #104
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    How could SEC know about ACT's wrongdoing? It likely A/G who reported ACT to SEC.

  5. #105
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    Yes, there are multiple parties involved. That does complicate matters like this.

    Quote Originally Posted by tedk10 View Post
    Gary has said they will not settle this becasue ACTC has done nothing wrong, as you can tell this is the third time around for these yahoo's and it will get thrown out a third time. at this time all we are waiting for is the resolution of SEC and it is in the hands of the SEC . this will take some time since there all mulitple corporations involved in the SEC case. I believe Rabin stated maximum of $3.5 million is what they have put on books as loss but rabin was hoping for only $1 million

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    Quote Originally Posted by stemvest View Post
    .....if the reality is true - and I think it's fairly obvious that the company has its HQ in California.
    The following is from the 10K that was sent with our proxy materials

    Overview
    Advanced Cell Technology, Inc., a Delaware corporation (the “Company”, “ACT”, “we”, “us”, or “our”) is a life science company focused on the emerging field of regenerative medicine. ACT has unique scientific leadership and research competencies which the Company believes provides opportunities for discovery and innovation in regenerative medicine. The Company’s core business strategy is to develop and ultimately commercialize stem cell derived cell therapies and biologics that will deliver safe and efficacious patient therapies, and which can be manufactured at scale and are reimbursable at attractive levels. The Company is conducting several ongoing clinical trials for treating macular degeneration, and has a preclinical development pipeline focused on products for eye diseases, autoimmune and inflammatory diseases, and wound healing. The Company’s corporate headquarters and principle laboratory and manufacturing facilities are located in Marlborough, Massachusetts.

    Apparently not obvious to everyone!

  7. #107
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    Quote Originally Posted by bballerfanatic View Post
    The following is from the 10K that was sent with our proxy materials

    Overview
    Advanced Cell Technology, Inc., a Delaware corporation (the “Company”, “ACT”, “we”, “us”, or “our”) is a life science company focused on the emerging field of regenerative medicine. ACT has unique scientific leadership and research competencies which the Company believes provides opportunities for discovery and innovation in regenerative medicine. The Company’s core business strategy is to develop and ultimately commercialize stem cell derived cell therapies and biologics that will deliver safe and efficacious patient therapies, and which can be manufactured at scale and are reimbursable at attractive levels. The Company is conducting several ongoing clinical trials for treating macular degeneration, and has a preclinical development pipeline focused on products for eye diseases, autoimmune and inflammatory diseases, and wound healing. The Company’s corporate headquarters and principle laboratory and manufacturing facilities are located in Marlborough, Massachusetts.

    Apparently not obvious to everyone!
    As usual, a bit of a discrepancy--
    From the website:

    ACT's principal laboratory and GMP facility is in Marlborough, Massachusetts, and its corporate offices are in Santa Monica, California


    biotechnology | cellular product platforms | Advanced Cell Technology
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  8. #108
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    Yes, but the 10K is a legal document which would be used in court as evidence having more weight than the Web Site.

    Mike C

    Quote Originally Posted by felixthecatatonic View Post
    As usual, a bit of a discrepancy--
    From the website:

    ACT's principal laboratory and GMP facility is in Marlborough, Massachusetts, and its corporate offices are in Santa Monica, California


    biotechnology | cellular product platforms | Advanced Cell Technology
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    Quote Originally Posted by felixthecatatonic View Post
    As usual, a bit of a discrepancy--
    From the website:

    ACT's principal laboratory and GMP facility is in Marlborough, Massachusetts, and its corporate offices are in Santa Monica, California


    biotechnology | cellular product platforms | Advanced Cell Technology
    Unfortunately Felix, I believe SEC filings matter a lot more than a website statement.

    Amazingly, it wasn't just a typo in this last 2012 10K.. EVERY YEAR, EVERY 10K, they list it as Mass. And the wording changed from year to year so it wasn't just a copy and paste error. Mind-boggling the mistakes.

    Just search 'headquarters'

    2012: http://filings.irdirect.net/data/114...10k-123112.pdf

    2011: http://filings.irdirect.net/data/114...302543_10k.pdf

    2010: http://filings.irdirect.net/data/114...31/form10k.pdf

    2009: http://filings.irdirect.net/data/114...177442_10k.pdf
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  10. #110
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    From the filings

    2012 Item 2. Properties.
    Our principal executive offices are located in Marlborough, Massachusetts, where we lease approximately 30,000 square foot of office and laboratory facilities. We lease the 30,000 square feet pursuant to two leases. The first lease agreement relates to 12,257 square feet of office and laboratory facilities, requires a monthly rent payment of $14,550 and continues until July 31, 2015. The second lease agreement relates to 17,696 of office and laboratory facilities, requires a monthly rent payment of $21,383 starting in April 2013 (with scheduled increases thereafter) and continues until March 31, 2018 with an option to extend the lease for an additional five year period. We also lease approximately 1,568 square feet of corporate office space in Santa Monica, California for $6,272 per month (with schedule increases thereafter), which lease continues until February 28, 2018.

    2011Item 2. Properties
    Our headquarters are located in Marlboro, Massachusetts, where we lease approximately 12,257 square foot of office and laboratory facilities. The monthly rent for this property is $14,330. The lease term is from April 1, 2010 through June 30, 2015. We also lease approximately 700 square feet of corporate office space in Santa Monica, CA. The lease for our Santa Monica office terminates on February 28, 2013. The monthly rent for this space is $2,170.

    2010Item 2. Properties
    Our headquarters are located in Marlboro, Massachusetts, where we lease approximately 10,607 square foot of office and laboratory facilities. The monthly rent for this property is $12,596. The lease term is from April 1, 2010 through June 30, 2015. We also lease approximately 700 square feet of corporate office space in Santa Monica, CA. The lease for our Santa Monica office terminates on February 28, 2012. The monthly rent for this space is $2,170.

    2009Item 2. Properties
    Our headquarters are located in Worcester, Massachusetts, where we lease approximately 14,000 square foot of office and laboratory facilities. The monthly rent for this property is $20,271. We have the Worcester facility under an eight year sub-lease which expires on April 30, 2010. We also lease approximately 700 square feet of corporate office space in Santa Monica, CA. The lease for our Santa Moncia office terminates on February 28, 2010. The monthly rent for this space is $2,170.

  11. #111
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    Always stated headquarters in MA but just the same always stated corporate offices in CA. What I am not clearly understanding is, is ACT utilizing in there defense that such claims made by A/G is inadmissible because the corporate offices are in CA or are they just flat out incorrect in the utilization of this as a defense as improper due to the stated locations in every filing having always claimed to be headquartered in MA?

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    Ridda,

    I think I know what you are trying to say, but I don't see any difference between "corporate office space" and "office space". To me it just means office space, as opposed to lab, warehouse, etc. 2011 for example, I don't see these as different types of space. JMHO

    2011 Item 2. Properties
    Our headquarters are located in Marlboro, Massachusetts, where we lease approximately 12,257 square foot of office and laboratory facilities. The monthly rent for this property is $14,330. The lease term is from April 1, 2010 through June 30, 2015. We also lease approximately 700 square feet of corporate office space in Santa Monica, CA. The lease for our Santa Monica office terminates on February 28, 2013. The monthly rent for this space is $2,170.


    And in the most recent 2012, the wording is the most damning IMO:

    Our principal executive offices are located in Marlborough, Massachusetts

    They list the HQ in MA every year, even though they have stated elsewhere it is in CA. I have no idea what a court will decide, but the vast majority of employees in MA and it listed as the HQ seems like an uphill battle.

  13. #113
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    Glad you were able to transcribe my terribly worded post . I have to agree with you though. It's a poor defense to say the least considering the wording used in it's filings. When will this company cease to amaze me? Looks like I need to start setting my clock to the year 2015 for possible ROI or better yet break even. I feel like I'm about to break bad.
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  14. #114
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    Although they have consistently that their headquarters are in Mass, they are clearly resting their case on the following......

    The Supreme Court has made clear that “the phrase „principal place of business‟ refers to the place where the corporation‟s high level officers direct, control, and coordinate the corporation‟s activities.”

    This looks like a pretty gray area in this case. There is a chance I guess that Rabin's office in Cali could be called their principal place of business if most all corporate decisions come from that office. I think it is more a case of the ACTC lawyers throwing up another apparent roadblock in an attempt to turn the tide and gain additional leverage in the final negotiation with A/G. Just more games.....

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    From PM's transcription of the August 7 conference call....

    Evan Tunis: Hey Gary, thanks for taking my call. Can you explain why Advanced Cell still maintains a Corporate office in California while the CFO, Research and Development and 30 other employees are located in Mass?

    Gary: Sure. For a variety of historical reasons, the company is corporate headquartered in California. We do believe in the prospect of ability to get funding in California. Our lead collaborator in the ophthalmology trials is in California, and half of our directors are here in California. So the company had a strong history in the State of California and remained here. But I really moved hard to move all of the operations from California to Marlborough, because it really helped the team work better together. And the fact that Ted is on the ground there every day is very beneficial to the inner workings of the organization. The management meetings and organization, the business development meeting and organization and just generally having all those financial resources on the ground there have really streamlined the process for everything, from payables, to analysis, to business planning. So I've been really aggressively moving all the operations to Massachusetts.
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    Would be nice if this location argument works. But does not change the fact that this lawsuit has gone nowhere for 7 years. The last motion was ACTCs attempt for dismissal and payment of our fees since it was a frivolous lawsuit.The judge simply argued that in one area their claims MAY NOT be frivolous.Some have gone from that to panic and the apocalypse.AG should be happy if we offer to pay their legal fees.

    As to ROI that will come in 2014/2015 as phase2/JV become reality.
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    The court's reason for shooting down ACT's motion to dismiss was that it was narrowly focused on the facts and legal questions in dispute, so really the court has to give deference to the presentation of a dispute if there is any hint that it is a real dispute. I don't think that was an artful claim in the motion to dismiss. This motion, however, is fundamental to their being in this specific court at all. There may be other procedural ways that the party can save their claim, in another court, or by moving it. But if it's true, what ACT has indicated, and I see no reason that the diversity claim is not valid, given what ACT has indicated, and if there really is no federal subject matter for the court to resolve, then the state law claims can't be decided by this court. So it doesn't go to the claim at all, but it can knock the claim out of this particular court. If they have no other means to put it into another court, and perhaps that is the reason they sought to leverage the SEC related claims, to get it into federal court - but if the claims are not connected in any way, which appears to be the case, then they can't be in that court, and that's the end of it. PERIOD.

    Quote Originally Posted by Dr Ron View Post
    Would be nice if this location argument works. But does not change the fact that this lawsuit has gone nowhere for 7 years. The last motion was ACTCs attempt for dismissal and payment of our fees since it was a frivolous lawsuit.The judge simply argued that in one area their claims MAY NOT be frivolous.Some have gone from that to panic and the apocalypse.AG should be happy if we offer to pay their legal fees.

    As to ROI that will come in 2014/2015 as phase2/JV become reality.
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    10-K's are not the last word. The onus is on A/G to establish the location of ACT's corporate HQ.

    "If a corporation’s headquarters is “simply an office where the corporation holds its board meetings (for example, attended by directors and officers who have traveled there for the occasion),” “a bare office with a computer” or otherwise not actually where the officers and directors direct, control and coordinate the corporation’s activities, then it should not be found to be the “nerve center” of the corporation and should not be used to determine the corporation’s principal place of business. In addition, the mere filing of a Form 10-K with the U.S. Securities and Exchange Commission, which lists a corporation’s principal place of business as a particular State, or other similarly conclusory acts, without more, does not establish the corporation’s nerve center. The Hertz Court explained that lower courts should look to the place of actual direction, control, and coordination of the corporation when determining a corporation’s principal place of business, and that it remains the burden of the party asserting diversity jurisdiction to establish it."

    U.S. Supreme Court Brings Uniformity to the Determination of A Corporation’s Principal Place of Business (pdf)


    [=====]

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    Dr. Ron and Stemvest,
    Have you guys had a look at the 14 documented transactions provided by ACT to A/G's attorney in regards to Icecap, Tuxedo, and Outboard transactions that had taken place during the pricing period?

    https://lh5.googleusercontent.com/-t...e-of-Stock.jpg

    And if so, can you explain to me what makes you so confident that this case is a easy win for the company?
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    Stemvest,
    If you were directing this quote at me......

    The supreme court case you reference refers to banks, which have branches in a state. Branches are regulated in those states and complicate that question. This is a standard corporation, formed under state law, and I'm pretty sure the analysis will not relate to federal subject matter law as well. National banks, with branches in multiple states, are regulated and chartered under Federal law. Even then, the analysis is not easy for a litigant.

    ......the reference I used in my post was directly from ACTC's filing. I'll make the assumption that their lawyers knew what they were doing when they included it.
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