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Further to my 12.22 post
If FTI reverse transfer then how does Hope proceed . From what other more informed poster s have said in the past Georgians would not allow Hope to be licence holder .
Does he need to negotiate with FRR in order to realise any potential value in asset and / or our debt to him on the basis that if he looks like gaining the asset under Company liquidation Laws , what is it worth to him if Georgians to not recognise his standing re licience.
So could we see an arrangement where FTI / Hope come to an agreement with FRR and allow the Liquidation to be stopped / reversed
Sec 147 of insolvency act allows it to be stopped with the court granting whats called a permanent sist.
If granted the Company would return to control of original directors . Court obviously would have to be convinced of our proposals re all creditors being paid in full ( and Hope probably more ) , putting them ( creditors ) in a strong bargaining position .
Mad / Star
The Georgians may say transfer is illegal but that will be against the terms of the contract .
They have NO CONTROL as to where the asset should reside under Company / Liquidation Law , its not their decision to make.
Georgians may or may not allow it to be transferred under the contract but which Company legally has the right to hold the contract and subsequently negotiate it further with Georgians will ultimately be decided in the Caymans Grand Court and nowhere else .
Once that is decided Georgians can then act accordingly .
Mad , the noise in NY to be followed by further noise in Caymans is not to be underestimated / ignored .
Mole - It took months to even register FRUS, as the GG were being obstructive. FRR had a window of opportunity to transfer Block 12 when SH resigned from the board. The only way I can see the GG blocking the transfer, is if FRR couldn't prove sufficient funds available to develop the asset. This is possible if FRR were being prevented from selling oil and had their bank accounts frozen. We have recently been informed that FRR are operating again, so it is possible that the transfer has now been ratified. If not and it still resides in a company being liquidated, then why aren't the GG terminating the PSA? Also, why are the GG allowing FRR to operate again if they don't have the asset legally? IMHO either the GG allow the transfer and do a deal with FRR or they wait to see if they win the election (unlikely IMHO due to the recent polls and the PR system) and take it back due to the transfer being illegal and the asset still in an insolvent company. IMHO this is why there is yet to be a paper trail showing whether the asset has been transferred, as the GG were keeping their options open. The GG wanted to snatch Block 12 after the arbitration, but plan B was to take it from under the noses of the NY court, if the GD were still in power after the elections (likely to result in even more of a political backlash than taking it after the arbitration, hence the reason it was plan B). IMHO this will still be settled in Georgia and the US court cases are just noise.
Offline as usual for weekend - so just a quick scan.
I think both myself and starrage have arrived at pretty much the same place. The New York case is key to me (unless there really is proof of fiduciary breaches!) - that action was what FRR were trying to keep an injunction in place in Cayman to stop the security on the mortgage while the fiduciary case was pleaded. When Cayman ended thats when a deal should have been made. But FRR simply moved the litigation to Cali and tansferfed the asset - so Outrider responded with the New York case to unwind the transfer and started the Texas actions against the board. To me its pretty clear ownership of the shares in the company that holds the block 12 license is moot. We appear to be in the odd position that FRR have passed a resolution in the board effecting the transfer but that GG have not approved it so FRR have the shares in the FRR US entity but GG believe the shares to still be in the Georgian entity and as of today neither a court nor FRR have passed a resolution to move them back. While its moot the GG can just sit back and watch as they probably don't want to interfere firstly because they don't need too and secondly because of the political flack interfering might generate.
I also do't think FIT have moved to interfere on the Georgian company (though I have my suspicions that they could be behind the bank account freezing). They may believe the mortgage default has handed them the asset but they seem to have left the FRR management team running it. Again given the dispute with employees and likely costs in trying to run that remotely and Steve/Zaza declaration previously that it was solvent again that makes sense. It makes sense also to take your time building a case. Up until the arbitration result an fallout they didn't even know if there was an asset of value.
Don't forget Levan exited FRR and hence was not able to provide information in cases - Is ZM exit the same "tactic" to delay? The other dark thought I had was could this exit have also resulted in payment of the contract on termination?
Like others I think some sort of deal is being worked out. Its what such a deal might look like that fills me with dread. Given insurers have paid for alot of the litigation then maybe the price is more humble pie and then down to the discussion of paying off the debts (through new investment via a farm in or loans). Outrider may however want a significant equity stake and a new board. If they play hard then FRR shareholders will not do well. So as I keep saying we are actually where we were in Oct 2018 which was same place as June 2016 but having lost 99% of the Block and spent 2 years in court rather than developing the asset. The "Green" partner allows some hope but they need to stop the litigation.
Earsburn , movant may be over staing the reasons however I am sceptical . Unreconcilable differences is a term used when two parties have parted ways and not in agreement eg divorce etc. Legal companies are governed more strictly than aim directors with complicated corporate structures . That is why I believe Hogan lovells over zm version of the arb result .To my knowledge no legal firm has backed up zm claims in that regard unless I have missed it .
However it is quite possible that zm has become more of a hindrance and some form of deal is being worked possibly .
Seingred - I don't see a problem. If the lawyer thinks he has more than one reason for withdrawal, then why shouldn't he list them? The more reasons he has, the more likely the judge is to agree to his request.
Earsburn .
1.16 of the American Bar Association's Model Rules of Professional Conduct respectfully request they be permitted to withdraw as counsel of record for Defendant Zaza Mamulaishvili in this matter due to Mr. Mamulaishvili’s failure to respond to communication attempts from Movant, irreconcilable differences and conflict of interest. Defendants Steve C. Nicandros and Zaza Mamulaishvili
If just no longer being a frr director is the reason ,why list failure to communicate and irreconcileable differences as reasons for withdrawal .There surely is no need if the reason is not being a director now .It would also be a conflict of interests if the legals or frr have irreconcilable differences with zm .
what does the following mean
Mr. Mamulaishvili is no longer associated with Frontera?? and as such there is a conflict of interest if Movants continue to offer representation to Mr. Mamulaishvili.
why is there a conflict of interest now hes no longer with frr
(Sigh). The procedural rules form a legal 'irreconcilable difference' between the 2 parties insofar as the attorney cannot represent both of them at the same time. If ZM, SN and FRR are in disagreement, there is no indication of it in this document.
All the politics and wrestles in sand at cayman to drinking wine in New York is good for mood. Sideshow.
This is not about politics.
Very simple, the location is key regardless of resources or not.
Thanks Seingred. That's exactly what I was trying to indicate.
'Mr. Mamulaishvili is no longer associated with Frontera and as such there is a conflict of interest if (FRR's attorney) continue to offer representation to Mr. Mamulaishvili.'
No mention of disagreements between the parties, just a conflict of interest for the attorney caused by a procedural rule.
That's it.
Earsburn
1.16 of the American Bar Association's Model Rules of Professional Conduct respectfully request they be permitted to withdraw as counsel of record for Defendant Zaza Mamulaishvili in this matter due to Mr. Mamulaishvili’s failure to respond to communication attempts from Movant, irreconcilable differences and conflict of interest. Defendants Steve C. Nicandros and Zaza Mamulaishvili are/were both officers, directors and/or agents of Frontera Resources Corporation and Frontera International Corporation (collectively, “Frontera?1;). Movants serve as counsel for Frontera and represent Frontera in other pending claims. It is through Movants’ representation of Frontera, that representation was extended to Mr. Nicandros and Mr. Mamulaishvili in the above numbered and captioned claim. ??Mr. Mamulaishvili is no longer associated with Frontera?? and as such there is a conflict of interest if Movants continue to offer representation to Mr. Mamulaishvili.
Sunday panic for Star
boiling in here today
Star re your 13.16
What else would you expect them to say to the court ?
StarRage: there was evidence of talks in that someone referred to them. One of the GG representatives I believe? Someone will have a much better memory than me...
It's a very good reason. The truth often is.
Just to make it clear. At no time has anyone in the Texas case stated that irreconcilable differences exist between ZM and either SN or FRR. FRR's counsel has said he can no longer represent ZM, as ZM is no longer a representative of FRR.
So, if, for instance, H/OMF were to win the Texas case, then the matter of costs would arise. The attorney, I assume, would then feel that he could not represent his client (SN with Frontera) at the same time as ZM as a conflict of interests could arise. This conflict could be seen as potentially irreconcilable to the attorney. That is where the word 'irreconcilable' comes in. Nothing to do with business matters.
Remember, this case is between H/OMF and ZM + SN in their personal capacities. It has no immediate effect on FRR. Only if ZM turns up in California with a scowl on his face and his own attorneys in tow do we have any need to worry on that score. That ain't going to happen!
Madp: maybe. Or the press are completely unaware and he doesn't want to talk about it as he's been sacked.
ODR - It's this type of story that the press love. IMHO they'd be queueing up to interview him.
Star: why a "fantasy"? Anything could be stated for all sorts of reasons by the lawyers to belie what is really going on, you know that. We can all speculate either for the negative or positive from any statements made, but why always the negative? Or do you believe you are a realist...? :-)
Madp: that's a fair point to a degree, although if he was no longer a representative of Frontera he would not have the authority to talk about it and no-one would want to interview him.
I will stick with some belief that ZM **** ed off GD & that is reason why he has gone. So a deal can be sign sealed & delivered.
Obviously there are other scenireos that might be the case.
As usual we do the same, as have been doing of which, is wait & see.
Enjoy
SR and ODR - When there are irreconcilable differences between directors and one gets ousted, the ousted director doesn't usually stay silent. As Zaza holds over 6.6% of the company and hasn't taken wages for years, I would say that for him to remain quiet under those circumstances would be extremely unusual. Therefore, I still think that you are both clutching at straws.
StarRage: clearly the irreconcilable differences reason is a major worry, as it could be true. It seems unlikely that after all this time Zaza and SN would fall out but then they have been operating under incredible pressure so it could be the case. Maybe SN did not approve of Zaza's misrepresentation of so much fact (eg the arbitration result). I think Madp is the one clutching at straws in so far as the lawyer's have just blamed irreconcilable differences to have a plausible reason for stopping representation of Zaza.