Ben Richardson, CEO at SulNOx, confident they can cost-effectively decarbonise commercial shipping. Watch the video here.
ZM was definitely a better pitch man for the company, too bad about the rest.
So we have two guys under oath swearing the opposite but no documents. I wonder if its a matter of in that part of the world, everyone close to you is your "cousin" if same age and your "uncle" if older?
This court and this hearing can only enjoin ZM from activities in violation of the anti-competition clause in his employment contract. The company/SN need to show enough credible evidence to cause the judge to issue the injunction until the arbitration sorts it all out. I think that is feasible, as it is pretty clear he is conducting oil and gas activities in Georgia for others while still employed by FRC, and then the clause continues for 2-3 years after. The question there will be if Frontera (as opposed to FRGC) is still conducting oil and gas activities in Georgia. FRUS still exists and has a branch office there, and is certainly attempting to continue, so I think on balance she can find against him.
What she can't stop is FTI, or order the Georgians to honor the transfer to FRUS. She can't stop Green either unless there's a clear tie to ZM, which I don't think Frontera have shown. Lots of smoke but no fire. ZM denied Otar is his cousin. There's been no documents relating to Green that show a clear connection to ZM. But maybe more will come out today.
yes
Is someone sending to Linsenmayer?
Also, the original Green deal was for 2.8 million, 1st amendment raised it to $5 million, 3rd to $10 million plus added security.
Great work on timelines, Mole. One thing I would change and that is the security interest in the PSA and shares of FEGL in Green forward oil sale deal was not added until the the 2nd addendum in October 2018.
How much he made must have a lot of zeros after it, cause we're still dark. Either that or he's trying to explain it came from FEG and FRGC not FRC.
all the Looed translations and his bombast coming back to bite him
they slammed him on that point. Coming across as hyper technical and is starting to get confused about who is employing him when and where. He was obviously getting a paycheck from FRC and had an FRC title while working in Georgia, and tried to deny it. Well done Ms Gibson and Judge Weems.
Yeah, cagey.
Wow. Judge calls out shareholders personally facebooking her. Paul somebody and Gregor somebody . Says she's very concerned.
Here come da judge
Don’t see SN yet or the judge. Ballard and Gibson both there as well as Frost and ZM.
The present hearing is over an injunction to stop ZM from allegedly competing against Frontera by among other things attempting to take over the Georgian assets via the Green transaction. That's how Green becomes important. The injunction made its way into this court via a complicated path:
1. Frontera finds out about ZM's conduct in 2020 and removes him as a director and CEO.
2. Frontera after further investigation, terminates his employment in January 2021 and initiates an arbitration against him under the employment agreement. That agreement contains a mandatory arbitration clause, but also says an injunction may be obtained to prevent competition in violation of the agreement in any court having jurisdiction.
3. A week later, ZM files the derivative suit in Texas state court on behalf of the company against the other directors accusing them of breach of fiduciary duty, etc. in connection with covid loans, lobbying payments, etc.
4. Frontera responds by saying this suit needs to be in arbitration because it's really about the employment contract.
5. Court disagrees, let's suit continue, Frontera appeals.
6. Meantime, ZM, who otherwise arguably would not be within the jurisdiction of any US court, made an apparent blunder by availing himself of the Texas courts in his derivative suit and thus subjected himself to its jurisdiction, and the company took advantage by bringing this action to enjoin him from his conduct in violation of the non-competition clause of the employment agreement. So the current hearing is really not even about derivative suit, but about the employment contract.
7. If the judge decides in favor of Frontera, it stops ZM from taking any actions in connection with Frontera, Frontera's (former) assets, causing them to be transferred to Green, etc. ZM's counter argument is that Frontera doesn't own these assets, they've been in control of FTI since 2019 or certainly April 2020 when the arbitration panel denied the validity of the FRUS transfer. So they have no interests in the country of Georgia to enjoin him from competing against. If the judge decides in favor of ZM, then he is free and clear to continue whatever he's doing (subject to any appeal).
8. Once this injunction is decided, we go back to the derivative suit and SN's defense against it, the appeal to compel this suit to be moved to arbitration under the employment contract (which I think will lose), and the actual arbitration of the employment contract, which will disappear out of the public eye.
9. Our window into what's going on opened wide by a happy confluence of circumstances and legal maneuverings, such that all this dramatic testimony and documents being filed are coming fast and furious, rather than dragging out for months or being hidden in arbitration.
10. The most conservative view, and the one I think the judge may take, is to enjoin ZM, and then everything gets sorted out in a full trial on the merits on the emplymnt contr
Good point on family. Not proven yet except by sworn testimony, which ZM may deny under oath. On Green, we didn't know, but perhaps Cairn found out? Just speculating. But the non disclosure of the interest was likely enough. Someone posted on here that a Cairn person told them FRR were always a difficult client. Maybe it was Dulwichman.
We now thanks to these proceedings have become aware of at least two additional matters (the first being the requirement to pay cash interest to Hope) that were not disclosed in accordance with AIM rules:
1. The entry into the original Green agreement in April 2018. While an oil sale contract is arguably ordinary course, in this case it was the single source of continuing financing for the company and therefore highly material. It was also a related party transaction involving ZM family and would have been required to be approved by the Nomad and that fact disclosed. Perhaps that's why it was kept hidden, and was one of the reasons for Cairn's resignation, or perhaps ZM kept it to himself. Maybe we will get more insight on cross examination of ZM today.
2. In October 2018 when the entire assets of the company were mortgaged for an additional $5mm (in reality, $800K), and again to Green, a related party, that was also even more material and required approval by the Nomad and disclosure. Kept hidden by the BOD, or by ZM? SN denies he knew about 2, we don't know about 1 because the feed was cut off.
Seems like the BOD, and certainly ZM, would have some legal jeopardy due to failures to disclose (fraud) and violation of AIM rules. Private investors may have a case in the UK, although enforcing any judgment would be challenging.
Perhaps as some have speculated, RR is ZZ. Come to think of it, we've never seen them together at the same time.
FRR were still listed then. This should have been RNS'd immediately. Mortgaged all the assets of the company for "up to" an additional $5 million. $5 million was already able to be advanced unsecured. Green claimed $5.8 million was owed in the liquidation. So they in effect got what's left of Block 12 for $800,000. And SN disputes they ever paid anything.
Looed it's the Green sale contract with addendum 1 and 2. It's been filed before but filed again within the last day or two. Mole wanted date of addendum #2.