Tuesday, December 7, 2010

Al-Mazeedi and WilmerHale (and/or Maples and Calder): presenting the "truth" to US Courts

The English language is tremendously direct, and at the same time very nuanced, so that you can say nothing and appear to be saying a lot at the same time:

BACKGROUND
AL-MAZEEDI
"The Board of Directors has approved, and I am compensated, $440,000 annually..." [1st Al-Mazeedi Affidavit, Paragraph 15(a)]
Wael Al-Mazeedi tells the Court in his affidavit that Al-Mazeedi the "individual" or "shareholder" really doesn't have anything to do with the determination of his compensation:
"... I have not, either in my capacity as an individual or shareholder, taken or caused BTU Holdings to compensate me unreasonably or otherwise." [1st Al-Mazeedi Affidavit, Paragraph 15(c)]
THE COURT
In the MEMORANDUM AND ORDER PURSUANT TO RULE 1:28 in the Hayat litigation the Court establishes that Al-Mazeedi and Oishi are the ONLY directors of BTU Holdings.

  • "Al-Mazeedi and Oishi are the directors of BTU Holdings."
  • "No subsidiary in the BTU Group has an independent board and only Al-Mazeedi and Oishi make policy and substantive decisions."

AL-MAZEEDI
He tells the Court that it's really the Board of Directors of BTU Holdings that takes care of these kinds of things (in this case, he is talking about his compensation).
"Rather, consistent with Cayman Law and BTU Holdings' Articles of Association, BTU Holdings' Board of Directors ("Board of Directors") always approved my compensation in all respects." [1st Al-Mazeedi Affidavit, Paragraph 15]
The antonym to "unreasonably" would be "reasonably." In other words, by parsing words he is trying to represent that he has not directly had a hand in ANY WAY, SHAPE OR FORM, in deciding his compensation.

FACTS
The BTU Holdings Board of Directors includes ONLY Wael Al-Mazeedi and Mitsue Oishi.
Al-Mazeedi the "director" and Oishi the "director" set and approve his compensation ("unreasonably or otherwise").


CONCLUSION
In other words, Al-Mazeedi talks to his wife, Oishi, regarding how much he should be compensated or what kind of bonus he deserves, and Al-Mazeedi and Oishi, as "The Board of Directors" approve.

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