Welcome!

News Feed Item

Ellipsiz Communications Ltd. Confirms Order Made by Judge of the Superior Court of Justice - Ontario Disallowing Meeting of Shareholders Called by Tat Lee (Michael) Koh

TORONTO, ONTARIO -- (Marketwired) -- 11/29/16 -- Ellipsiz Communications Ltd. (formerly NXA Inc.) (TSX VENTURE: ECT) (the "Company" or "ECL") announces that on November 25, 2016 a judge of the Superior Court of Justice - Ontario refused to permit Tat Lee (Michael) Koh to call a meeting of shareholders.

In respect of a release issued by Mr. Koh on November 28, 2016 confirming the cancellation of the shareholder's meeting he had purportedly called, of the 48% of the shares that Mr. Koh claims to have received in support, almost 43% were his own shares. In other words, even though Mr. Koh's proxy solicitation was not contested by the Company (as we believed the meeting to be invalid), Mr. Koh only obtained the support of an additional 5% of all shareholders.

In Reasons released on November 28, 2016 the Court agreed with the conclusion reached by the Company, as previously disclosed in a press release dated October 4, 2016, whereby the Board of Directors refused Mr. Koh's requisition to call a meeting of shareholders on the basis that it was clear that the primary purpose of Mr. Koh's requisition was to redress a personal grievance against the Company and the directors who Mr. Koh sought to replace. The Court also rejected Mr. Koh's request for the Court to exercise its discretion to call a meeting of shareholders, on the same grounds relied on by the Board of Directors to refuse Mr. Koh's requisition to call a meeting.

As a result of the Court's Order, Mr. Koh announced that the meeting of shareholders he had purportedly called for November 28, 2016 had been cancelled. Mr. Koh had called the meeting for the sole purpose of removing and replacing three current members of the Board of Directors who had been duly elected at a meeting of shareholders held on June 30, 2016, with three persons nominated by Mr. Koh.

As found by the Court, Mr. Koh "has failed to demonstrate any issue of such concern to shareholders that it is necessary to convene a meeting to consider the Resolution (to remove and replace the three directors) prior to the next annual and general meeting of shareholders of ECL".

In concluding that Mr. Koh's attempt to call a shareholders meeting was for the primary purpose of redressing Mr. Koh's personal grievances against certain directors Mr. Koh wanted to remove from the Board, the Court concluded that a "personal grievance involves a dispute that does not entail an issue of corporate policy or operations but rather involves an issue primarily pertaining to the personal interests of the complainant." Having impeded Mr. Koh's ability to pursue his "personal interests", interests which cannot be reconciled with a Board member's fiduciary duties, by calling the meeting Mr. Koh attempted to remove the directors who stood in his way.

While the Company filed the affidavits of three Board members, including the affidavit of Mr. Tan (the President and senior officer of the Company's operating subsidiary in Taiwan), in order to evidence Mr. Koh's true purpose in seeking to call the meeting, Mr. Koh did not tender any evidence before the Court regarding his purpose in requisitioning the meeting, apart from representations made by his counsel. The Court found that there was "no evidence" to support those representations, which included claims that the Board functioned in a dysfunctional manner and that members of the Board had engaged in clandestine activity. Furthermore, the Court noted that there was no evidence that any shareholder other than Mr. Koh had any complaint regarding the conduct of the Board, or the directors Mr. Koh sought to remove.

Among the items the Court found formed part of Mr. Koh's personal grievance against the directors was his desire to personally negotiate a potential acquisition by the Company based on his status as the "single largest shareholder" and because he claimed that he was "the one to finance the deal". The Court found that Mr. Koh was "confusing his role as director and shareholder" and that the "Applicant's fiduciary duty (as a director) required that he approach the issue of the negotiator with a view to maximizing the prospects of a successful negotiation". Mr. Koh's insistence that he engage in the negotiations was instead based on a "question of respect for him personally". In addition, the court found that the "there is also reason to doubt whether the proposed financings (which are no longer on the table) were credible".

Similarly, in respect of Mr. Koh's objections to steps taken by the Board of ECL to reconstitute the Board of the operating subsidiary (including removing Mr. Koh as a director and Chairman of the operating subsidiary), in order to enhance operational and financial controls over the subsidiary, the court noted that the changes were supported by Mr. Tan. Moreover, the court noted that Mr. Koh's claim that the changes may cause management of the subsidiary to resign "were never credible" and that Mr. Koh's concern was simply to "maintain his position as a director and chairman" of the operating subsidiary.

The Court expressly noted "this is not a case in which there is a dispute between two groups of investors. The applicant is on his own". The Court found, consistent with the conclusion reached by the Board of Directors, that the position advanced by Mr. Koh "reflects his own personal interests rather than any larger sense of the best interests of ECL". As a result, the court concluded that Mr. Koh "has failed to demonstrate any issue of such concern to the shareholders that it is necessary to convene a meeting to consider the Resolutions prior to the next annual and general meeting of shareholders of ECL".

The Company is continuing to evaluate the implications of the Court's decision as it relates to the ongoing affairs of the corporation, including Mr. Koh's continued participation on the Board of Directors.

Neither the Exchange nor its Regulation Services Provider (as that term is defined in policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.

Contacts:
Grant Sawiak
416-917-2816

More Stories By Marketwired .

Copyright © 2009 Marketwired. All rights reserved. All the news releases provided by Marketwired are copyrighted. Any forms of copying other than an individual user's personal reference without express written permission is prohibited. Further distribution of these materials is strictly forbidden, including but not limited to, posting, emailing, faxing, archiving in a public database, redistributing via a computer network or in a printed form.

Latest Stories
SYS-CON Events announced today that Enzu will exhibit at SYS-CON's 21st Int\ernational Cloud Expo®, which will take place October 31-November 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Enzu’s mission is to be the leading provider of enterprise cloud solutions worldwide. Enzu enables online businesses to use its IT infrastructure to their competitive advantage. By offering a suite of proven hosting and management services, Enzu wants companies to focus on the core of their ...
Join us at Cloud Expo June 6-8 to find out how to securely connect your cloud app to any cloud or on-premises data source – without complex firewall changes. More users are demanding access to on-premises data from their cloud applications. It’s no longer a “nice-to-have” but an important differentiator that drives competitive advantages. It’s the new “must have” in the hybrid era. Users want capabilities that give them a unified view of the data to get closer to customers and grow business. The...
Multiple data types are pouring into IoT deployments. Data is coming in small packages as well as enormous files and data streams of many sizes. Widespread use of mobile devices adds to the total. In this power panel at @ThingsExpo, moderated by Conference Chair Roger Strukhoff, panelists looked at the tools and environments that are being put to use in IoT deployments, as well as the team skills a modern enterprise IT shop needs to keep things running, get a handle on all this data, and deliver...
Today we can collect lots and lots of performance data. We build beautiful dashboards and even have fancy query languages to access and transform the data. Still performance data is a secret language only a couple of people understand. The more business becomes digital the more stakeholders are interested in this data including how it relates to business. Some of these people have never used a monitoring tool before. They have a question on their mind like “How is my application doing” but no id...
You know you need the cloud, but you’re hesitant to simply dump everything at Amazon since you know that not all workloads are suitable for cloud. You know that you want the kind of ease of use and scalability that you get with public cloud, but your applications are architected in a way that makes the public cloud a non-starter. You’re looking at private cloud solutions based on hyperconverged infrastructure, but you’re concerned with the limits inherent in those technologies.
In his session at @ThingsExpo, Eric Lachapelle, CEO of the Professional Evaluation and Certification Board (PECB), provided an overview of various initiatives to certify the security of connected devices and future trends in ensuring public trust of IoT. Eric Lachapelle is the Chief Executive Officer of the Professional Evaluation and Certification Board (PECB), an international certification body. His role is to help companies and individuals to achieve professional, accredited and worldwide re...
Both SaaS vendors and SaaS buyers are going “all-in” to hyperscale IaaS platforms such as AWS, which is disrupting the SaaS value proposition. Why should the enterprise SaaS consumer pay for the SaaS service if their data is resident in adjacent AWS S3 buckets? If both SaaS sellers and buyers are using the same cloud tools, automation and pay-per-transaction model offered by IaaS platforms, then why not host the “shrink-wrapped” software in the customers’ cloud? Further, serverless computing, cl...
The current age of digital transformation means that IT organizations must adapt their toolset to cover all digital experiences, beyond just the end users’. Today’s businesses can no longer focus solely on the digital interactions they manage with employees or customers; they must now contend with non-traditional factors. Whether it's the power of brand to make or break a company, the need to monitor across all locations 24/7, or the ability to proactively resolve issues, companies must adapt to...
IoT solutions exploit operational data generated by Internet-connected smart “things” for the purpose of gaining operational insight and producing “better outcomes” (for example, create new business models, eliminate unscheduled maintenance, etc.). The explosive proliferation of IoT solutions will result in an exponential growth in the volume of IoT data, precipitating significant Information Governance issues: who owns the IoT data, what are the rights/duties of IoT solutions adopters towards t...
It is ironic, but perhaps not unexpected, that many organizations who want the benefits of using an Agile approach to deliver software use a waterfall approach to adopting Agile practices: they form plans, they set milestones, and they measure progress by how many teams they have engaged. Old habits die hard, but like most waterfall software projects, most waterfall-style Agile adoption efforts fail to produce the results desired. The problem is that to get the results they want, they have to ch...
With the introduction of IoT and Smart Living in every aspect of our lives, one question has become relevant: What are the security implications? To answer this, first we have to look and explore the security models of the technologies that IoT is founded upon. In his session at @ThingsExpo, Nevi Kaja, a Research Engineer at Ford Motor Company, discussed some of the security challenges of the IoT infrastructure and related how these aspects impact Smart Living. The material was delivered interac...
Wooed by the promise of faster innovation, lower TCO, and greater agility, businesses of every shape and size have embraced the cloud at every layer of the IT stack – from apps to file sharing to infrastructure. The typical organization currently uses more than a dozen sanctioned cloud apps and will shift more than half of all workloads to the cloud by 2018. Such cloud investments have delivered measurable benefits. But they’ve also resulted in some unintended side-effects: complexity and risk. ...
The taxi industry never saw Uber coming. Startups are a threat to incumbents like never before, and a major enabler for startups is that they are instantly “cloud ready.” If innovation moves at the pace of IT, then your company is in trouble. Why? Because your data center will not keep up with frenetic pace AWS, Microsoft and Google are rolling out new capabilities. In his session at 20th Cloud Expo, Don Browning, VP of Cloud Architecture at Turner, posited that disruption is inevitable for comp...
In 2014, Amazon announced a new form of compute called Lambda. We didn't know it at the time, but this represented a fundamental shift in what we expect from cloud computing. Now, all of the major cloud computing vendors want to take part in this disruptive technology. In his session at 20th Cloud Expo, Doug Vanderweide, an instructor at Linux Academy, discussed why major players like AWS, Microsoft Azure, IBM Bluemix, and Google Cloud Platform are all trying to sidestep VMs and containers wit...
While DevOps most critically and famously fosters collaboration, communication, and integration through cultural change, culture is more of an output than an input. In order to actively drive cultural evolution, organizations must make substantial organizational and process changes, and adopt new technologies, to encourage a DevOps culture. Moderated by Andi Mann, panelists discussed how to balance these three pillars of DevOps, where to focus attention (and resources), where organizations might...