
Theranos Letter Shows Elizabeth Holmes Tried to Take Control from Shareholders - apsec112
http://www.forbes.com/sites/petercohan/2015/11/03/theranos-letter-shows-elizabeth-holmes-tried-to-take-control-from-shareholders/
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AndrewKemendo
_In an interview the shareholder explained, “I did not sign the consent form.
There was no statement saying that a failure to respond was tantamount to
consent. How could it have passed by unanimous consent? I got emails from
Theranos asking me to sign. I never did. Nor did I receive information about
Theranos’s financial performance or prospects.”_

These deals don't need 100% response or signature to get "unanimous consent"
\- only a majority. That this was highlighted is either sloppy on the part of
Forbes or deliberately trying to stir the pot.

As much as we love down in flames stories (for some grotesque reason) I don't
think there is much to see here.

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467568985476
Would you mind clarifying what you mean about the definition of "unanimous" in
this context? Even if it technically means "not actually unanimous" it still
seems pretty misleading to me. Why would they explicitly say that every
shareholder supports the decision when they mean that a majority of
shareholders support it?

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AndrewKemendo
In the times that we have sent shareholder consents it's the case that they
sign a document that says "I agree to this change." It's not, "do you agree?
check yes or no."

If the majority sign, then you have unanimous consent. The ones who don't sign
are basically abstaining, in practice usually cause they are too busy and just
never get around to it, not because they express dissent.

The language is confusing because it sounds more like a vote than it is.

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thaumasiotes
If there's no consent that isn't unanimous, you're abusing the term. When the
options are "consent" or "shut up, we don't want to hear from you", there's no
justification for calling that "unanimous consent".

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AndrewKemendo
Unfortunately it's not the case. The alternative isn't "shut up, we don't want
to hear from you" it's, "you were given the same amount of information as
everyone else and didn't respond by the cutoff - and by the way the majority
of respondents consented so any response is moot."

Where it would matter is if there were abstentions for dissent, which I have
never dealt with, so I can't say anything about it. My guess is that you
wouldn't send something out in such a manner anyway if you expected
resistance.

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in_cahoots
That seems like a distinction without a difference to me. As I read your posts
there's no way for a shareholder to voice dissent; you can either agree or
abstain. Maybe this is some legal term I am not understanding, but I don't see
how that's unanimous under the layman's definition of the word.

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URSpider94
It's not a layman's definition. The word "unanimous" has a different meaning
in corporate governance (and generally in Parliamentary procedure).

It's also not at all uncommon to be presented with a proposal where the only
options are "yes" and "abstain." There is no need for a no option, because you
need a majority of yes votes for the measure to pass. Abstaining is the same
as voting no.

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Pyxl101
So, either a vote passes unanimously or it doesn't pass at all? In all cases
(of the scenarios you're describing). That doesn't make a lot of sense to me,
even as terminology specific to corporate governance. The word 'unanimous' is
completely superfluous in that context, and words are not usually defined in
ways where they have superfluous meanings.

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littletimmy
This company's sketchiness is like an onion - you can keep peeling layer after
layer...

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venomsnake
It is a story gaining traction - you will hear a lot more about Theranos. Not
because they are worse in any practice than the rest of the herd, but because
they have spotlight. One of the things about getting past 30 is spotting
patterns in the newscycle. Theranos is indeed a juicy target so expect a lot
of dirty laundry to see light of day.

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mruniverse
Young chic blonde CEO doesn't hurt the spotlight either.

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pbreit
Does this company have any other employees? Who are these investors rubber
stamping BS like this?

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Mimick
I don't know why everyone keep implying that Theranos is on a bad position.
The company really worth its valuation... they aren't doing something
exceptional on the tech world but they are just fine financially. It's a known
company on a with a big market and you won't ever struggle with a business
model (traditional one) on that type of tech companies.

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URSpider94
At $9B, Theranos has the same valuation as Quest Diagnostics. One of these two
companies is the largest medical diagnostics company in the USA, probably the
world, with revenues of $1.9B in the last quarter. The other offers tests in
less than 50 drug stores in two states, and just had all but one of its
proprietary tests disqualified by the FDA.

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nikanj
One of them is a strong solid workhorse, the other is a magical unicorn.

