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comprised Mr. DeJoria, Ms. Braa, Mr. Fujieki, and Ms. Re.) At this
time, the trust was the shareholder of record of 49.04 percent of
the outstanding common shares of JPMS, of which 1 percent was to be
transferred to Mr. DeJoria in accordance with the terms of Mr.
Mitchell’s will and trust.
In June 1989, Mr. Fujieki (in his capacities as director of
JPMS, trustee for the trust, and executor of Mr. Mitchell’s estate)
asked to inspect the JPMS corporate records and financial
information. On April 10, 1992, representatives of Mr. Fujieki
were permitted to review JPMS’s financial records but were not
allowed to make copies. Before permitting Mr. Fujieki’s
representatives to review its financial records, JPMS required Mr.
Fujieki and his representatives to execute confidentiality
agreements.
Mr. Fujieki continually questioned the actions of the JPMS
board at its meetings and the accuracy of the corporate minutes.
Beginning July 30, 1992, through at least April 20, 1993, James
Ukropina, Esq., outside legal counsel for JPMS, attended the JPMS
board meetings.
Mr. DeJoria assumed many of Mr. Mitchell’s corporate
responsibilities following Mr. Mitchell’s death. Between April 22
and July 31, 1989, JPMS paid Mr. DeJoria $4,901,537 as compensation
2(...continued)
chief operating officer.
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