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liens against Clend’s property, including the HouTex stock.15
The stock purchase agreements were signed by the Melniks and Lea
and by William Maycock, a Bermuda Trust trust manager, as
director of Clend16 “to be effective as of” November 8, 1996.
However, as of November 8, 1996, Clend had not yet held its first
shareholders’ or directors’ meeting, had not yet appointed Mr.
Maycock as a director, and had no assets to fund the purchase of
the HouTex shares.17 Clend did not participate in any
negotiations regarding the terms of the stock purchase agreement,
including any negotiations regarding the consideration to be paid
for the HouTex stock it was allegedly purchasing.
On or about November 22, 1996, Clend held its first board of
directors meeting. The minutes of that meeting purport to show
that Mr. Maycock and Stanley Wright were appointed directors of
Clend at that meeting.18 The minutes also purport to show that,
15Clend had no other assets when it entered into the stock
purchase agreements with the Melniks and Lea.
16Although Mr. Maycock was not formally appointed a director
of Clend until Nov. 22, 1996, or later in a resolution backdated
to Nov. 7, 1996, Arawak authorized Mr. Maycock to sign the stock
purchase agreements on behalf of Clend. That resolution was
forwarded to Mr. Maycock on Dec. 12, 1996, so it is likely that
Mr. Maycock was not authorized to sign and did not sign the
resolution until on or after Dec. 12, 1996.
17It is also probable that, on Nov. 8, 1996, the Rashi and
Rambam Trusts had not yet acquired Clend.
18The minutes of the first board of directors meeting at
which Mr. Maycock and Mr. Wright were allegedly appointed
(continued...)
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