As long as shareholders are organized and work together they can vote in a new board or board member. They can hire with their votes someone that will represent the shareholders.
Please explain precisely what you mean here as the only way to get anyone on the BoD is if the current BoD accept the nomination, at all other times they can rely on SEC Rules, just ask Mr Lozano, I would have included Mr Caplan but he didn't even bother to submit a formal nomination(corrections welcome on this point).
To vote in a new BoD requires a proxy solicitation, with the related costs. In that proxy will be the grounds for opposition to the current BoD remaining in place. Which adjectives and allegations made on here do you believe will make it on to that proxy?
In the highly unlikely event that such a proxy is submitted it would not be unreasonable to expect the existing BoD to use the courts to defeat it. It is then when the alternative BoD have to prove to a legal standard any and all allegations made therein.
Who do you think is going to pay the legal expenses?
This is the way it is in the real world, and while moaning incessantly about the BoD might be a starting point, after five years of the same nothing has changed, nor will do until action is taken. You were no doubt aware of the personal liabilty provisio should any existing director be caused harm by any untrue allegations contained within a proxy solicitation, weren't you?
Ask yourself why there hasn't been a proxy solicitation from those who profess legal and financing expertise if everything was the "slam-dunk", as alleged.
Nothing is going to happen until and if those who protesteth the loudest are able to support the allegations with a legal standard of proof.
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Be well
