Monday, July 13, 2009

A "special meeting" outside the office door.

CNS Response Inc., a company based in Costa Mesa, California, describes itself as the developer of "A patented data-analysis capability that, with the help of a simple, non-invasive EEG, will analyze a patient's brain waves and compare the results to an extensive patient outcomes database."

It is engaged in a dispute with Len Brandt, its own former chief executive officer. And some wild stuff seems to have happened in that regard over the Independence Day weekend.

Brandt mailed out a "Notice of Special Meeting of Shareholders of CNS Response Inc.," purporting to call a meeting on July 3, at the office of the company's registered agent in Dover, Delaware. July 3 was a federal and a Delaware state holiday.

According to the company's filing with the SEC, Brandt didn't go to the meeting he had called, but he gave his proxy to his attorney, and the attorney went to the Dover office. Finding the registered agent's office closed for the holiday, the attorney "attempted to call the purported meeting to order in the hallway outside of the office and adjourn the meeting when it became clear that the necessary quorum to conduct business was not present."

Hmmm. If he was doing this in an empty office building corridor, how do the company officials who filed this know about it? Because they had sent somebody to that corridor, too. So it appears there was some sort of gathering (if not a "meeting") in the corridor on the holiday.

"CNS' counsel was present to object to the attempt to call the purported meeting, the attempt to adjourn the purported meeting, and other matters."

Was it just these two in the hallway? Apparently the incumbent CEO, George Carpenter, was somewhere around, although perhaps not at the epicenter of the excitement. The filing says he was "ready outside of the purported meeting...."

The purported meeting was outside a closed office door in a corridor. Where was Carpenter if he was "outside" of that? In the corridor a floor below? In the building's lobby?

I don't know what is going on, but I am amused. Thanks, corporate America!

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