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Dallas the TV series
Dallas - The Original Series
Dallas Random Thought Thread
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<blockquote data-quote="Lastkidpicked" data-source="post: 362412" data-attributes="member: 237"><p>J.R. said it best in <em>J.R. Returns</em> when he was addressing the board of directors at Westar Oil. "I have enough stock and proxies to make your lives a living hell."</p><p></p><p>If you'll indulge me while I get my geek on, here is what could happen if Cliff became minority shareholder in Ewing Oil.</p><p></p><p><strong>Tag along rights</strong></p><p>This means that if J.R. or Bobby sell any Ewing asset, Cliff gets ten percent of the proceeds. This includes assets purchased years before Cliff became minority shareholder.</p><p></p><p><strong>Drag along rights </strong></p><p>This means that any business transaction benefitting J.R. or Bobby MUST also benefit Cliff. For example, Bobby finds a great oil field and uses Ewing money to buy it. The oil field has nothing to do with Cliff. That doesn't matter because drag along rights means that Cliff must benefit from that deal. (Or any Ewing Oil deal going forward)</p><p></p><p><strong>Come along clause</strong></p><p>This means that if J.R. or Bobby trade a share of Ewing Oil, Cliff is entitled to his proportion of that new trade. For example, J.R. decides "I'm going to trade 5% of Ewing Oil for half of Harwood Oil." This means that Cliff now owns a part of Harwood Oil.</p><p></p><p>And the biggest one of all</p><p><strong>Fiduciary Duty</strong></p><p>This is the one that would drive J.R. crazy. It says that Ewing Oil has a contractual and legal obligation to protect Cliff Barnes and his business interest. How big of a deal is this? Consider Ewing 23.</p><p></p><p>J.R., Bobby, and Jock found out that Digger Barnes owned half of Ewing 23. When Digger passed away, Cliff inherited half of Ewing 23. J.R. picked up the phone (in front of Cliff, of course) and said to his foreman, "Shut it down. All of it. Close every well." You probably remember that scene.</p><p></p><p>If Cliff becomes minority shareholder, the <strong>Fiduciary Duty</strong> clause says that not only can J.R. NOT shut down Ewing 23, but Cliff can invoke that clause to force J.R. to INCREASE pumping at Ewing 23 and share the profits with Cliff.</p><p></p><p>Could Cliff becoming minority shareholder turn J.R's life upside down?</p><p></p><p>Absolutely.</p></blockquote><p></p>
[QUOTE="Lastkidpicked, post: 362412, member: 237"] J.R. said it best in [I]J.R. Returns[/I] when he was addressing the board of directors at Westar Oil. "I have enough stock and proxies to make your lives a living hell." If you'll indulge me while I get my geek on, here is what could happen if Cliff became minority shareholder in Ewing Oil. [B]Tag along rights[/B] This means that if J.R. or Bobby sell any Ewing asset, Cliff gets ten percent of the proceeds. This includes assets purchased years before Cliff became minority shareholder. [B]Drag along rights [/B] This means that any business transaction benefitting J.R. or Bobby MUST also benefit Cliff. For example, Bobby finds a great oil field and uses Ewing money to buy it. The oil field has nothing to do with Cliff. That doesn't matter because drag along rights means that Cliff must benefit from that deal. (Or any Ewing Oil deal going forward) [B]Come along clause[/B] This means that if J.R. or Bobby trade a share of Ewing Oil, Cliff is entitled to his proportion of that new trade. For example, J.R. decides "I'm going to trade 5% of Ewing Oil for half of Harwood Oil." This means that Cliff now owns a part of Harwood Oil. And the biggest one of all [B]Fiduciary Duty[/B] This is the one that would drive J.R. crazy. It says that Ewing Oil has a contractual and legal obligation to protect Cliff Barnes and his business interest. How big of a deal is this? Consider Ewing 23. J.R., Bobby, and Jock found out that Digger Barnes owned half of Ewing 23. When Digger passed away, Cliff inherited half of Ewing 23. J.R. picked up the phone (in front of Cliff, of course) and said to his foreman, "Shut it down. All of it. Close every well." You probably remember that scene. If Cliff becomes minority shareholder, the [B]Fiduciary Duty[/B] clause says that not only can J.R. NOT shut down Ewing 23, but Cliff can invoke that clause to force J.R. to INCREASE pumping at Ewing 23 and share the profits with Cliff. Could Cliff becoming minority shareholder turn J.R's life upside down? Absolutely. [/QUOTE]
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Dallas the TV series
Dallas - The Original Series
Dallas Random Thought Thread
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