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Reporting from the sidelines of the events concerning Crystal Springs Land (CSL) and Crystal Spring Virtual Capital (CSV) has been interesting to say the least. CSL & CSV were halted on The Virtual Stock Exchange (VSTEX) as requested by the CEO Skip Oceanlane (aka) Carmen Dubaldi, Jr. of New Windsor, NY. Concern about the situation has been brought to the attention of SLReports.net by numerous individuals. As noted on VSTEX shareholder meetings were scheduled by Skip Oceanlane to address any questions or issues. Those who could attend the meeting were able to voice their opinion. Bogart Beck, a substantial stock owner (16%) in NIC – CapEx Nestler Investment Company, who owns just over 200,000 shares of CSV, was banned from the meeting. Bogart Beck is a respected member of the financial community, but not respected by Skip, nor is one of the companies that Bogart is CEO of – Skip quoted from meeting “For the record, I withdrew my IPO at SLCapex, because that exchange is nothing but a scam”. “Mr. Heart, for the record, Bogart Beck was here, and I banned him from this meeting. He has no place here.” Is this the responsible attitude of a CEO? During the meeting Skip also fended off allegations that scammer Investor Merlin was controlled by him/her.
The transcript of the meeting appears here . A message posted on http://www.csvc-sl.com/ “Chat log of the first joint shareholder meeting of Crystal Springs Land and Loan and Crystal Springs Virtual Capital From CEO Skip Oceanlane Dear CSL/CSV Shareholders: Here is the chat log from our first shareholder meeting. Please note that the avatar “Kierra Randt” was only at the meeting to be disruptive, and is an alt of someone who is a griefer. Since the avatar does own 101 shares, I allowed “her” to speak at the meeting, even though “her” false comments were outrageous and at times disruptive. I apologize if her remarks make understanding how beneficial this merger is for all difficult. This alt will not be welcome at the next meeting. I think we got the point.” “It also should be noted that I banned Bogart Beck before the meeting started. He is not a shareholder, and was only going to be another disruption at the meeting. He was allegedly at the meeting because he owns stock in another company that owns stock in CSVC. Big deal. I want nothing to do with scammers like him. He should concentrate on returning the millions of Lindens he and Arbitrage Wise stole in the SLWallet scam before wasting his time to attend company meetings that want no part of him or SLCapex.” Does Skip respect the role and responsibilities of his Board of Directors or does he respect or honour the desires of his shareholders? Mr. Oceanlane for could be pursued for a clear breach of fiduciary responsibility to his shareholders, according to VSTEX listing requirements: “A director should, constantly put management to the test of explaining or demonstrating the soundness, reasonableness and integrity of positions taken or recommended to the board that could have a significant impact on the company (and thus its stockholders). Second, a director's duty is personal to the individual who has chosen to serve in that capacity. He or she must act affirmatively to apprise himself or herself about the matters on which he or she acts specifically, and with respect to his or her general supervision of the management of the company's business and affairs, including the activities of the company's senior officers.” Section D - Shareholders meetings and exercise of certain rights of shareholders in listed companies Holders of shares carrying voting rights should be able to exercise those rights given that they are reflected in the price that has to be paid at the acquisition of the shares. Furthermore, effective shareholder control is a pre-requisite to sound corporate governance and should, therefore, be facilitated and encouraged. It is therefore necessary to adopt measures to approximate the listing rules to this end; certain minimum standards are introduced with a view to protecting investors and promoting the smooth and effective exercise of shareholder rights attaching to voting shares. This Section establishes requirements in relation to the exercise of certain shareholder rights attaching to voting shares in relation to general meetings of companies whose shares are admitted to trading on the VSTEX market. For the purposes of this Section the following definitions shall apply: "shareholder" means the natural or legal person that is recognised as a shareholder "proxy" means the empowerment of a natural or legal person by a shareholder to exercise some or all rights of that shareholder in the general meeting in his name
The company shall ensure equal treatment for all shareholders who are in the same position with regard to participation and the exercise of voting rights in the general meeting. The company shall issue the convocation of a general meeting not later than on the 14th day before the day of the meeting. The company shall issue the convocation referred to in paragraph 2 of this Section in a manner ensuring fast access to it on a non-discriminatory basis. The company shall use such media as may reasonably be relied upon for the effective dissemination of information to the general public. The convocation referred to in paragraph 2 shall at least:
(a) indicate precisely when and where the general meeting is to take place, and the proposed agenda for the general meeting (b) contain a clear and precise description of the procedures that shareholders must comply with in order to be able to participate and to cast their vote in the general meeting. This includes information concerning: (i) the rights available to shareholders under Article 6, to the extent that those rights can be exercised after the issuing of the convocation, and under Article 8, and the deadlines by which those rights may be exercised; the convocation may confine itself to stating only the deadlines by which those rights may be exercised, provided it contains a reference to more detailed information concerning those rights being made available on the Internet site of the company (ii) the procedure for voting by proxy, notably the forms to be used to vote by proxy and the means by which the company is prepared to accept electronic notifications of the appointment of proxy holders; and (iii) where applicable, the procedures for casting votes by correspondence or by electronic means; (c) where applicable, state the record date as defined in Article 7 and explain that only those who are shareholders on that date shall have the right to participate and vote in the general meeting; (d) indicate where and how the full, unabridged text of the documents and draft resolutions referred to in points (c) and (d) of paragraph 5 may be obtained; (e) indicate the address of the Internet site on which the information referred to in paragraph 5 will be made available. The company shall provide, for a continuous period beginning not later than on the 14th day before the day of the general meeting and including the day of the meeting, and make available to its shareholders on its Internet site at least the following information:
(a) the convocation referred to in paragraph 2; (b) the total number of shares and voting rights at the date of the convocation (including separate totals for each class of shares where the company's capital is divided into two or more classes of shares); (c) the documents to be submitted to the general meeting; (d) a draft resolution or, where no resolution is proposed to be adopted, a comment from a competent body within the company, to be designated, for each item on the proposed agenda of the general meeting; moreover, draft resolutions tabled by shareholders shall be added to the Internet site as soon as practicable after the company has received them; (e) where applicable, the forms to be used to vote by proxy, unless those forms are sent directly to each shareholder. Companies shall ensure that shareholders, acting individually or collectively:
(a) have the right to put items on the agenda of a general meeting, provided that each such item is accompanied by a justification or a draft resolution to be adopted in the general meeting (b) have the right to table draft resolutions for items included or to be included on the agenda of a general meeting. The company may provide that the right referred to in point (a) may be exercised only in relation to the 2 annual meetings (see Section A, Rule 6), provided that shareholders, acting individually or collectively, have the right to call, or to require the company to call, a general meeting which is not a general meeting held as per Rule 6, Section A with an agenda including at least all the items requested by those shareholders. Any of the rights specified in this paragraph can be subject to the condition that the relevant shareholder or shareholders hold a minimum stake in the company; such minimum stake shall not exceed 5 % of the share capital. The company shall ensure that, where the exercise of the right referred to in this paragraph, point (a) entails a modification of the agenda for the general meeting already communicated to shareholders, the company shall make available a revised agenda in the same manner as the previous agenda in advance of the applicable record date as defined in Article 7 or, if no record date applies, sufficiently in advance of the date of the general meeting so as to enable other shareholders to appoint a proxy. Companies shall provide that the rights of a shareholder to participate in a general meeting and to vote in respect of his shares shall be determined with respect to the shares held by that shareholder on a specified date prior to the general meeting (the record date).
Companies shall ensure that the record date shall not lie more than 2 days before the date of the general meeting to which it applies. Every shareholder shall have the right to appoint any other natural or legal person as a proxy holder to attend and vote at a general meeting in his name. The proxy holder shall enjoy the same rights to speak and ask questions in the general meeting as those to which the shareholder thus represented would be entitled.
Apart from the requirement that the proxy holder possess legal capacity, companies shall abolish any rule which restricts the eligibility of persons to be appointed as proxy holders. Companies may limit the appointment of a proxy holder to a single meeting, or to such meetings as may be held during a specified period. Companies may limit the number of persons whom a shareholder may appoint as proxy holders in relation to any one general meeting. However, if a shareholder has shares of a company held in more than one securities account, such limitation shall not prevent the shareholder from appointing a separate proxy holder as regards shares held in each securities account in relation to any one general meeting. This does not affect rules prescribed by the applicable law that prohibit the casting of votes differently in respect of shares held by one and the same shareholder. Apart from the limitations expressly permitted in this paragraph, companies shall not restrict the exercise of shareholder rights through proxy holders for any purpose other than to address potential conflicts of interest between the proxy holder and the shareholder, in whose interest the proxy holder is bound to act, and in doing so companies shall not impose any requirements other than the following: (a) Companies may prescribe that the proxy holder disclose certain specified facts which may be relevant for the shareholders in assessing any risk that the proxy holder might pursue any interest other than the interest of the shareholder; (b) Companies may restrict or exclude the exercise of shareholder rights through proxy holders without specific voting instructions for each resolution in respect of which the proxy holder is to vote on behalf of the shareholder; (c) Companies may restrict or exclude the transfer of the proxy to another person, but this shall not prevent a proxy holder who is a legal person from exercising the powers conferred upon it through any member of its administrative or management body or any of its employees. A conflict of interest within the meaning of this paragraph may in particular arise where the proxy holder: (i) is a controlling shareholder of the company, or is another entity controlled by such shareholder; (ii) is a member of the administrative, management or supervisory body of the company, or of a controlling shareholder or controlled entity referred to in point (i); (iii) is an employee or an auditor of the company, or of a controlling shareholder or controlled entity referred to in (i); (iv) has a family relationship with a natural person referred to in points (i) to (iii). The proxy holder shall cast votes in accordance with the instructions issued by the appointing shareholder. Companies may require proxy holders to keep a record of the voting instructions for a defined minimum period and to confirm on request that the voting instructions have been carried out. A person acting as a proxy holder may hold a proxy from more than one shareholder without limitation as to the number of shareholders so represented. Where a proxy holder holds proxies from several shareholders, the company shall enable him to cast votes for a certain shareholder differently from votes cast for another shareholder. The company shall establish for each resolution at least the number of shares for which votes have been validly cast, the proportion of the share capital represented by those votes, the total number of votes validly cast as well as the number of votes cast in favour of and against each resolution and, where applicable, the number of abstentions.
If no shareholder requests a full account of the voting, it shall be sufficient to establish the voting results only to the extent needed to ensure that the required majority is reached for each resolution. Within a period of time which shall not exceed 15 days after the general meeting, the company shall publish on the Internet the voting results. The general question that concerns most investors is under what terms a merger should occur. Some questions can be seen here in a post on SL CapEx forums and here. Shareholders own companies and their voice is the most important thing. The situation has many involved parties and is yet to be resolved. Defamation of Character of Bogart Beck and of Wise Metaverse, LLC - owner SL Capital Exchange could be pursued with real world action against Carmen Dubaldi.
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