Scammer tag: Nefario.

[chrisrico]

After reading this very long log it is clear that Neferio has the support of the majority of the shareholders of Bitcoin Global and that they want it "closed" and turned into a legal operation.  Theymos was in the minority and failed on his vote to remove Nefario as CEO.

How did you reach that conclusion?

[05/10/2012 16:56:18] <theymos> Aye.
[05/10/2012 16:56:18] <chrisrico> aye
[05/10/2012 16:56:21] <shareholder2> yes
[05/10/2012 16:56:22] <shareholder1> aye
[05/10/2012 16:56:24] <da2ce796> -
[05/10/2012 16:56:27] <shareholder4> aye
[05/10/2012 16:56:42] <nefario> I vote against
[05/10/2012 16:56:57] <shareholder3_> aye, as long as this leads to a solution that avoids that I get into any sort of legal trouble (yes, thats selfish, but that is my p.o.v)

That's 5 for the motion, 1 maybe for, and 2 against (including nefario, with 23% of shares). Even with CHM's vote, we didn't have enough support to get rid of Nefario.

[1714146875]

1714146875

[stochastic]

After reading this very long log it is clear that Neferio has the support of the majority of the shareholders of Bitcoin Global and that they want it "closed" and turned into a legal operation.  Theymos was in the minority and failed on his vote to remove Nefario as CEO.

How did you reach that conclusion?

[05/10/2012 16:56:18] <theymos> Aye.
[05/10/2012 16:56:18] <chrisrico> aye
[05/10/2012 16:56:21] <shareholder2> yes
[05/10/2012 16:56:22] <shareholder1> aye
[05/10/2012 16:56:24] <da2ce796> -
[05/10/2012 16:56:27] <shareholder4> aye
[05/10/2012 16:56:42] <nefario> I vote against
[05/10/2012 16:56:57] <shareholder3_> aye, as long as this leads to a solution that avoids that I get into any sort of legal trouble (yes, thats selfish, but that is my p.o.v)

That's 5 for the motion, 1 maybe for, and 2 against (including nefario, with 23% of shares). Even with CHM's vote, we didn't have enough support to get rid of Nefario.

Have the entire logs been posted?

[repentance]

That's 5 for the motion, 1 maybe for, and 2 against (including nefario, with 23% of shares). Even with CHM's vote, we didn't have enough support to get rid of Nefario.

What was the total percentage of shares held by all of those who participated in the meeting - not individually, but collectively?

Given that it was basically an exceptional general meeting agenda, I probably would have closed the meeting early on and called a formal exceptional general meeting and basically demanded that the absentees be present and vote or assign their proxies to others.  The attendance/percentage of shareholdings for a quorum to pass special resolutions is generally higher than that required to pass ordinary business, but in some ways it seems like this particular meeting was a bit of an ambush.

[repentance]

Theymos holds 3% others hold much more. You cant have a 5 person vs 4 person vote here... Does not work like that lol!

Nobody said it worked like that.  I'm trying to get an idea of what percentage of shares are held by people who weren't at the meeting and didn't vote.  It is absolutely stock standard in legitimate companies that you can't even hold a vote unless the required number of people and/or percentage of shareholdings are present.  That's what a quorum is - the number of people/percentage of shareholdings required for the business of the meeting to be legally valid and it's generally higher for exceptional matters such as closing down a company, removing a CEO, sacking a board of directors, than it is for general business.  There's often a requirement that the quorum be present for the whole of the meeting, too.  In a legitimate company, Nefario wouldn't have even been able to vote on a motion to remove him as CEO because it would have been a clear conflict of interest and he would have been required to abstain from voting (although he would have been allowed to speak against the motion, as any member can in respect of any motion).

[repentance]

I don't think there was a quorum needed in the by-laws. Anyway a significant amount of shareholders where there and would odds are have meet a quorum requirement if there was one.

And because it's a "toy company", as Nefario described it, there was also apparently no prohibition on a partner voting on a matter where they have a conflict of interest.

[DiabloD3]

So when does goat get a scammer tag for defending nefario?

[DiabloD3]

So when does goat get a scammer tag for defending nefario?

Oh no... Nefario is a scammer, but cuz he took my assets I bought on GLBSE!   theft is scamming~

I want Nefario to have the tag for the right reason...

Jesus Christ.

Fine. He gets it for your reason and Theymos's reason both.

Someone lock this thread already.

[repentance]

So when does goat get a scammer tag for defending nefario?

Much as it pains me to agree with goat, I have reservations about the reasons why Nefario was given the scammer tag too.  It seems like he was given the tag primarily for personal reasons, just as theymos has said that he will not give the scammer tag to the Intersango guys because they're "good people".  If the scammer tag is to have any meaning whatsoever - and frankly, I think it's useless for anything except warning people against doing business with minor scammers like thebitbabe - then it can't be given or with-held based on whether the mods/admins like someone as a person.

[deeplink]

Why don't you organize yourselves and do a new vote right now?

Because he has stated that even if he was removed as CEO by a shareholder vote, he would continue with his plan to shut down GLBSE.

Anyway, there are a few reasons why the vote to remove Nefario as CEO failed. First, he has a 24% stake in the company. Second, he had a couple of minor supporters. Third, most of those that opposed him in principle were already resigned to the course of events and didn't care to actually take a stand, as even if he was removed, he stated he would shut it down anyway.

The fact that he stated to shut down GLBSE anyway is irrelevant. Other partners should still take an official stand by passing a motion to remove him as CEO. He has a large stake in the company, but it is not even close to 50% After his last fuck-up it should be possible to get a majority to vote him out.

On the other hand, maybe you don't want the company anymore. Nefario now being the scapegoat is a very easy way out for all other partners. So nobody has to take responsibility for the mess that has been created. It is all Nefario's fault.

[Yolocoin]

And because it's a "toy company", as Nefario described it, there was also apparently no prohibition on a partner voting on a matter where they have a conflict of interest.

(sic) It's a "toy currency", and they were "playing stock exchange."

On the other hand, maybe you don't want the company anymore. Nefario now being the scapegoat is a very easy way out for all other partners. So nobody has to take responsibility for the mess that has been created. It is all Nefario's fault.

And yes, since it wasn't a registered corporation, all of the share holders are personally liable.

[chrisrico]

And yes, since it wasn't a registered corporation, all of the share holders are personally liable.

Source?

[chrisrico]

If it's criminal, RICO in the US?

I thought he meant financially liable to the users, not criminally liable.

[chrisrico]

Because you did not take measures to protect yourselves as "limited" partners or even to incorporate, your joint and several liabilities are in effect unlimited.

That's what I was asking for, a source for this legal opinion.

[matauc12]

So when does goat get a scammer tag for defending nefario?

Oh no... Nefario is a scammer, but cuz he took my assets I bought on GLBSE!   theft is scamming~

I want Nefario to have the tag for the right reason...

Jesus Christ.

Fine. He gets it for your reason and Theymos's reason both.

Someone lock this thread already.

Someone seems to have better morals than another. Goat is able to make good judgement about someone even though he has a personal beef against that person. Other people cry and invent stories about a justified action. If you wanna cry, cry for the right reasons.

Bottomline, does nefario's action of closing glbse affect some people, yeah. Does it make it illegal or perhaps worth his risk? Most likely not. You do realize he that to save his butt when he saw the imminence of legal actions taken against that that would have also resulted in WORSE outcome for issuers and holders, right?.. oh yeah, probably not.

[deeplink]

On the other hand, maybe you don't want the company anymore. Nefario now being the scapegoat is a very easy way out for all other partners. So nobody has to take responsibility for the mess that has been created. It is all Nefario's fault.

And yes, since it wasn't a registered corporation, all of the share holders are personally liable.

I agree, and that point has been discussed right from the start. All partners of GLBSE are liable for everything including all losses. There is no limited liability. Unfortunately the partners of Nefario do not admit this and by blaming everything on Nefario they have an easy way out. And it looks like they will get away with it.

[Yolocoin]

And yes, since it wasn't a registered corporation, all of the share holders are personally liable.

Source?

US: Partnerships that are not registered as a LLP or Corp share the liability among all the owners. If one partner in a company owes money, all partners owe it.  If one is found criminally negligent in civil court, all partners are on the hook for damages.
http://www.nolo.com/dictionary/partnership-term.html

    Refers to a legal structure for a business of two or more individuals; called a general partnership when used without a qualifier such as "limited" or "limited liability." Each owner (partner) is personally liable for all debts of the business, and each partner claims a share of the the business's income or losses on the partner's individual tax return. To form a partnership, each partner normally contributes money, property, or labor in exchange for an ownership interest in the partnership. Most partnerships are created by a formal written partnership agreement, although they may be based on an oral agreement or just a handshake. See also: limited partnership, limited liability partnership (LLP)

UK: Pretty much the same: http://www.legislation.gov.uk/ukpga/Vict/53-54/39

Liability of partners.Every partner in a firm is liable jointly with the other partners, and in Scotland severally also, for all debts and obligations of the firm incurred while he is a partner; and after his death his estate is also severally liable in a due course of administration for such debts and obligations, so far as they remain unsatisfied, but subject in England or Ireland to the prior payment of his separate debts.

AUS: yep, same thing where all partner is the same as owner and all liability is shared: http://www.austlii.edu.au/au/legis/act/consol_act/pa1963154/s13.html

Liability of partner

    (1)     Each partner in a firm other than an incorporated limited partnership is liable jointly with the other partners in the firm for the debts and obligations of the firm incurred while the partner is a partner.

[DiabloD3]

And yes, since it wasn't a registered corporation, all of the share holders are personally liable.

Source?

US: Partnerships that are not registered as a LLP or Corp share the liability among all the owners. If one partner in a company owes money, all partners owe it.  If one is found criminally negligent in civil court, all partners are on the hook for damages.
http://www.nolo.com/dictionary/partnership-term.html

    Refers to a legal structure for a business of two or more individuals; called a general partnership when used without a qualifier such as "limited" or "limited liability." Each owner (partner) is personally liable for all debts of the business, and each partner claims a share of the the business's income or losses on the partner's individual tax return. To form a partnership, each partner normally contributes money, property, or labor in exchange for an ownership interest in the partnership. Most partnerships are created by a formal written partnership agreement, although they may be based on an oral agreement or just a handshake. See also: limited partnership, limited liability partnership (LLP)

UK: Pretty much the same: http://www.legislation.gov.uk/ukpga/Vict/53-54/39

Liability of partners.Every partner in a firm is liable jointly with the other partners, and in Scotland severally also, for all debts and obligations of the firm incurred while he is a partner; and after his death his estate is also severally liable in a due course of administration for such debts and obligations, so far as they remain unsatisfied, but subject in England or Ireland to the prior payment of his separate debts.

AUS: yep, same thing where all partner is the same as owner and all liability is shared: http://www.austlii.edu.au/au/legis/act/consol_act/pa1963154/s13.html

Liability of partner

    (1)     Each partner in a firm other than an incorporated limited partnership is liable jointly with the other partners in the firm for the debts and obligations of the firm incurred while the partner is a partner.

Heh, then if GLBSE pays DMC, oh, 10k BTC, that should cover the damages and we wouldn't need to go to court.

[repentance]

And yes, since it wasn't a registered corporation, all of the share holders are personally liable.

Source?

If it's criminal, RICO in the US?

I seriously doubt they'd meet the bar for being "racketeer influenced"  or a "corrupt organisation" as defined by RICO, although pirate might if he was providing large amounts of BTC to "shady" characters as he so often implied.  Then again, "organised crime" laws can be quite bizarre.  In my state, car "rebirthing" offences are regarded as "organised" crime even if they involve only one person and one car.  I personally know someone who was charged with car "rebirthing" offences for taking the compliance plates off a classic car they were restoring.  The charges were dismissed in court, but it cost them tens of thousands of dollars in legal fees.

[Yolocoin]

Operating an illegal securities exchange and then laundering money through it would easily meet the bar for racketeering.

[matauc12]

Operating an illegal securities exchange and then laundering money through it would easily meet the bar for racketeering.

that is not even remotely related to racketeering, even less Rico...