11 April, 2008

NICA Crisis

NICA Is Going To Get Interesting. On 4 February 2008, the Board of Directors of NICA were served with a requisition. It was delivered to the address of their registered agent. The requisition was a document demanding that the Directors call a general meeting of the shareholders in the company. The stated purpose of the meeting was to discuss and vote on a resolution to appoint Avondale Thomas to be the liquidator of the company. Mr Thomas is a respected certified accountant of Antigua. It was he who did the previous forensic report on the accounts of NICA as instructed by the Court in 2003. The requisition was signed by 79 persons who were the registered shareholders of 451,500 shares.

Section 121 of the Companies Act says that the holders of at least 5% of the shares may requisition the directors to call a meeting for the purposes stated in the requisition. With NICA having a share capital just short of 5,000,000 shares, the signing shareholders represented nearly 10%, more than enough to satisfy the legal requirement.

No response came from the Directors. They never acknowledged receiving the requisition. They never announced they would hold the requested meeting. They never said they would not. They just kept on doing what they do best, abusing the patience of the shareholders.

Meanwhile, shareholders who had not signed the requisition continued to demand that they be joined in the action. More and more of them signed up to the requisition. They knew it was too late for them to be included in the official version. But, they wanted to show their support for the proposal to wind up the company. A total of 97 further shareholders, with 218,800 shares, signed. Together they represented over 10% of the shareholding in the company. Bear in mind that, after twenty years, probably one third of the original shareholders are dead. And, National Bank, the largest shareholder, is bound by the terms of the original prospectus not to vote the shares it repurchased. Those 10% of the shareholders represent a significant proportion of the present living and voting shareholders.

On 5 March, the Directors were sent a reminder by the shareholders. Again, they did not respond. They did not acknowledge receipt of either the original requisition or the reminder.

Section 121 of the Act says that, if the directors do not call the meeting, the shareholders may do so. The shareholders have every intention of calling a general meeting, as a first step. They lack the resources of the directors, but will have to meet the expense out of their own pockets. They will just have to keep the costs as low as possible. If some of the big boys in the company join together to defeat the wishes of the abused shareholders, there is further action to be taken. Any shareholder can petition the court on equitable grounds to bring the company to an end. We are satisfied that an abundance of equitable grounds exist.

Meanwhile, telephone calls of support continue to come in to the homes of Bob Rogers and Collins Richardson, two of the principle organisers.

All shareholders who agree that the time has come to stop the continued abuse by the directors and the waste of their investment in NICA are urged to keep their ears open. Listen for the announcement of the upcoming meeting. All should attend and vote to bring the company to an end. It is time for us to have the land and assets of NICA sold on the open market. We need to get our investment back, with interest. Before we all die of old age.

For fifteen long years, the shareholders have been waiting for their appointed Auditors, KPMG Peat Marwick to produce the audited accounts. They need to be paid their fees and to be given the accounts of the company so that an audit can be done. The directors have refused to carry out the instructions of the shareholders. The directors choose not to tell us what they are doing. For the past four years, no shareholders' meeting has been summoned. A forensic investigation will reveal exactly what is going on with the company.

Why are the directors behaving so badly? We are entitled to suspect the worst. It is time for any director who may be making a secret profit out of the use of NICA's assets to be brought to book.


  1. Mitch you said:

    “I am not sure if I ought to respond to Realist. From his recent postings, I have begun to develop certain concerns.”

    This is so interestingly interested. Previously when I asked the retired judge to remove his political hypocritical-cap and replace it with his jurist reasoning-cap to understand the mischief Parliament intended by passing the Sound Amplification (Restriction) Act, he reused.

    His mischief was simply to smear Parliament as incompetent. However, instantly because of my circadian gobbledygook poundings (as said), his jurist reasoning-cap has been dusted, properly fits and comfortably worn.

    His cleaver “selectivism” amuses me.

    Now he clearly understood the mischief intended in my mumbo jumbo.

    A word of advice – a judge adjudicate based on evidence or none thereof according to the facts in issue; a Politician dodges according to the evidence or none thereof, to the facts in issue.

    However, our poor retired judge’s problem is that he doesn’t know when to judge or dodge.

  2. Bear in mind that on equitable grounds that the beneficiary entitlement to next of kin, for the one-third 1/3 believed deceased will be also considered.

  3. Don, you have stated that you want the company's assets liquidated and the funds distributed to the shareholders. Good, I agree.

    You have also announced your disinterest in pursuing those accused of wrongdoing in regard to company funds. Some of us disagree with you. I believe wrongdoing should be punished under the law. If we fail to do so, are we not giving aid and comfort to the present board of directors, allowing them perhaps to believe that they are immune to our laws so they may act as they wish?

    If we provide no disincentive to throwing our rubbish along the road, are we not encouraging some people to do just that? How is this different?

    What is the purpose of having laws, if we fail to encourage their enforcement?

    This is not simply a matter of what you believe about this one issue. You have become the central figure in the NICA disaster, and many are influenced by your words.

    What of justice? How would you feel if someone killed my child and stole her purse, and I announced to the world that I only wanted her purse back?

    What of justice?

  4. I have read the Thomas Report from cover to cover. It does not record a finding of criminal conduct on the part of any director. There does not seem to have been any stealing or other crime. If there had been, then a prosecution could have been brought. If fraud had been found, there would still be a chance to prosecute. But, no fraud is revealed in the report. So, no prosecution was ever possible.

    What is found is negligence. The Board of Directors, and certain members of it, did acts that the company might have sued them for. They were careless in how they handled the company's assets. They caused the company to lose money by their negligence. That is actionable. The problem we face is that there is a Statute of Limitations in the law of Anguilla. You cannot sue someone who harmed you by his negligence if you let seven years pass without taking action in a court of law. That happened to us. Many more than seven years have passed since the wrongdoing revealed by the Thomas Report were committed.

    There is no point in even thinking about bringing some action at this late stage. The present Board of Directors let the chance for justice slip through their hands.


  5. So far as the heirs of the shareholders voting is concerned, I have this to say. The only persons who can vote are the shareholders of record. The heirs cannot vote. The Administrator of the estate of the deceased cannot vote just because he is the Administrator. Until the directors transfer the ownership of the shares on the books of the company into the names of the heirs or the Administrator, the shares cannot be voted.

    That will not happen before the company is wound up. My reason for saying so? Starting fifteen years ago, various of my friends and employees who bought shares in NICA came to me. They told me that they were unhappy in continuing to own shares in NICA. They had bought the shares because I had encouraged them. They asked me if I would purchase the shares back from them. I felt guilty. I agreed. I paid them for their shares. I had the share transfers signed. I sent the transfer forms to the Directors. I asked that the transfers be registerd in my name.

    Not a single transfer of the shares I purchased has ever been registered. Some of these transfers go back nearly fifteen years. I have a copy of the Register of Shareholders. The shares are still registered in the names of the original shareholders from I had purchased.

    If I have not been able to get the directors to register my transfers in fifteen years, what hope does an Administrator have of getting his Administration registered before the voting on the winding up resolution takes place? Absolutely none at all.


  6. Mitch you said:

    “NICA Is Going To Get Interesting”.

    Again I said, interestingly interested!

    What do I see?

    That Equity will not permit a statute or none thereof to be an instrument of fraud.

    That Intestacy Laws will play a very important role, as to the Beneficiaries’ status.

    That a competent judge will give the Administrators or its Beneficiaries to the ‘shares’ equal voting status.

    That this 5% may be threatened if not defeated as a result thereof.

    And that many shareholders would lose more rather than gained.

    However, what I definitely envisaged is that the said shareholders-clique successfully sues the ‘learnt’ judge for misleading advice, on the basis of what presumed to be his high standard of trust.

    Beware of those who are looking for an opportunity to cleanse their names at your expense – it’s likened a launderer desperate to clean his/her ill-gotten gains.

    We all are known by our deeds.

    I know Joyce Kentish very well. And a well-learned attorney with her level of integrity to remain silent speaks volumes. Anything less, clientele would have been asked to seek other legal advice.

    Just perhaps, the wrong one-third (1/3) is deceased.

    Remember, anything I said here is circadian gobbledygook (as said).

    NICA Is Going To Get Interesting!

  7. Is this Constitutional Plagiarism or Constitutional Referencing?

    I am very much concerned! Are you?

    03 April, 2008
    Electoral Boundaries

    “It is not difficult to put this recommendation into a new Constitution. The Virgin Islands and the Turks & Caicos Islands have such a provision. They are BOTs such as we are. We only need to adopt the wording they have”.

    05 April, 2008

    “Such a law is not complicated. British Columbia has a simple seven section Act that we can copy. The British have long had Referendum Acts. The Bahamas has an even simpler six section Referendum Act. None of this is rocket science”.

    07 April, 2008
    The PSC

    “The new Virgin Islands Constitution provides for both Commissions. The BVI Govrnor has to take their advice. That is a precedent we could easily follow. It does not take a drafting expert to change Virgin Islands to Anguilla”.

    This is three (3) out of five (5) postings for the month of April so far!… coincidence?

  8. Is this Constitutional Plagiarism or Constitutional Referencing?

    I am very much concerned! Are you?

    Sigh. Yes Realist, I am concerned but for different reasons. Here they are.

    (Items in definitions that follow in Bold are mine, and I will cite my sources so as not to represent others' work as mine.)

    (A) Plagiarism? Whaaa???? A guy can't plagiarize HIMSELF!!!
    ------ ----- -----
    (I found this by a Google search for: definition Plagiarism)

    Here are a few definitions of the word "Plagiarism":

    • stealing someone else's ideas and presenting them as your own.
    • The false presentation of someone else's writing as one's own. In the case of copyrighted work, plagiarism is illegal.
    • The act of appropriating the literary composition of another author, or excerpts, ideas, or passages therefrom, and passing the material off as one's own creation.

    Repeating an idea in different posts could just mean that the problem exists in multiple areas.

    (B) I must admit, that plagiarism comment was a wacky non sequitur! (I think your best yet!!!!)
    ------ ----- -----
    Here is one definition of "non sequitur" from merriam-webster.com

    2: a statement (as a response) that does not follow logically from or is not clearly related to anything previously said.

    What did that have to do with NICA?

    (C) You are trolling.
    ------ ----- -----
    In part from wikipedia.com, here is a definition of trolling:

    An Internet troll, or simply troll in Internet slang, is someone who posts controversial and usually irrelevant or off-topic messages in an online community, such as an online discussion forum, with the intention of baiting other users into an emotional response or to generally disrupt normal on-topic discussion.
    To stave off your counter argument that *I* am trolling, first, I'm not posting just to stir things up (which is what a troll would do), but to respond to *your* post, which was incorrect in premise, was a non sequitur that served no purpose and was irrelevant to the topic (and was an ad hominem attack to boot!), and...

    ....secondly, if I _was_ a troll, I'd simply wait for you to take the hook and fire back at me, and then respond. (So as to continue the back-and-forth, which is what a troll wants.)

    I am not going to do that. To prove that I am not a troll, this is my last post on this subject. No matter what you post.

    It's unfortunate, Realist. I'd like to hear intelligent responses to Mitch's postings, and you could give them. I really wish you could publish reasoned arguments that are short, to the point, relevant, free of non-sequiturs and free of ad hominem arguments.

  9. I respond with a smile, yet don’t know how I will end. It quite difficult to condense Mitch, or anything to do with - but I will start my way.

    Remember, anything I said here is circadian gobbledygook (as said).

    A few years ago most Anguillians built glass houses, painted with colours.

    Now after you have read all the diatribes over this blog, I will reiterate – we are known by our deeds.

    And I will conclude by saying – when you live in glass house, don’t through stones.
    What starts good ends good!

    I am prepared to debate Mitch over this blog or his reinventions over the Anguillatalk forum, on any legal or moral issue.

    Hope I’ve been succinct.

    Thank you very much.

  10. Again – another typo. I am sure you will imagine that through should be throw. If you didn’t, you do now.

  11. Realist banned

    I never thought I would reach the point where I would have to ban a commentator.

    There are two reasons why Realist is banned. Regardless of what tag he uses to try to make a post. He is not without an alternative. It has been pointed out to me that his comments on my blog are copies of his comments first made on Anguilla Talk.

    The first reason is that he writes as if he is paranoid delusional. I don't see why this blog should give time to crack pots. Readers will have derived neither enlightment nor amusement from such confused comments of his as the following two:

    'And I will conclude by saying – when you live in glass house, don’t through stones.
    What starts good ends good!”


    “Beware of those who are looking for an opportunity to cleanse their names at your expense – it’s likened a launderer desperate to clean his/her ill-gotten gains.”

    The second reason is his total contempt for my readers. In spite of all the suggestions made to him by various persons to reduce the number of typographical, grammatical, and spelling mistakes in his posts, he continues to revel in making them. He writes stuff that is impossible to read or understand. His occasional attempt to correct some minor typo does not redeem him.

    One Anonymous commentator has written that Realist is capable of writing intelligent comments. I disagree. Intelligent comments are those that not only string together logically. They must also be communicated intelligently. Stuff like the following example, taken from his most recent posting, simply lacks meaning.

    “It quite difficult to condense Mitch, or anything to do with - but I will start my way.”

    Someone has pointed out that Realist is an Internet Troll. The term is defined this way:

    “An Internet troll, or simply troll in Internet slang, is someone who posts controversial and usually irrelevant or off-topic messages in an online community, such as an online discussion forum, with the intention of baiting other users into an emotional response or to generally disrupt normal on-topic discussion.”

    I see no reason why I should be expected to welcome and host an internet troll. He should seek counselling elsewhere. Realist is no longer welcome on this site.


  12. Why bring in a Receiver from Antigua to pay him hundreds of thousands of dollars in fees and expenses?? Use someone here in Anguilla, because if this does not significantly reduce the costs, at least the money will remain within our economy.

    Why is there this great vendetta between Mitchell and his gang and NICA?? Instead of criticizing, complaining, ciondemning, and casting aspersions on people3's characters, why dont they get themselves elected to the Board and" properly run the Company".??

    The Company is NOT in financial difficulties; it is not in debt; it is also not functioning to its fullest potential, but that is not a ground for winding up a company; that is internal politics which the shareholders can remedy by voting in a new Board./ The Court should refuse the Application for the Appointment of a Liquidator when Don Quixote and his Merrymen do file it.

  13. Thank you for ridding us of Obstructionist-Realist. I was beginning to think I'd lost my mind.

    We need a receiver from Antigua because he already knows the details of how company assets were mishandled, and is best able to deal with the criminal prosecution of those responsible, if the Attorney General's Chambers decides such action is appropriate.

    Justice requires this. The self-interest of the above poster in objecting to the Antiguan is painfully obvious.

  14. Thank you to all those who sent in comments about the banning of Realist. I hope you will understand if I do not post them.

    Realist's apparent problems are not an issue I would want discussed on this blog!


  15. These people, especially Ann Edwards, are simply incompetent.

    They have spend four years "cleaning up the mess," as Calvert calls it, during which time:
    - the lease ran out at the rum factory and they did nothing
    - the company was truck off the register
    - they allowed the book store to operate with no manager
    - they used the lack of an audit as an excuse for everything
    - they effectively used overdraft funds to invest in securities
    - they have a potential buyer for the books but have done nothing
    - they are exposing the shareholders to liability by ignoring your group
    - more stuff I don't remember

    And Inland Revenue is so ineffective that they haven't collected what NICA owes to the post office, although they have easily liquidated assets.

  16. I am a non belonger, but i am amazed at the passivity of the share holders over this long period of time. Whould not anybody who has invested money in a fund want to know what has happened to their investment?

    Since the shares are not liquid, that is they do not trade on the open market, finding a value for the shares must be done by an outside entity.

    Investing other peoples money is a job for professionals who have to be held accountable at all times.

    I tend to look at this as a metaphor for what has been happening to the island at large-the flaunting of environmental laws, the unchecked development, the lax enforcement of traffic laws.


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