6/21/23, Markowski reply to email from SQI lawyer Margaret Nelligan’s response to Markowski 6/20/23 memo to SQI Director Gerry Connor
Dear Ms. Nelligan,
Your response for the behalf of the entire board of directors does not address any of my concerns and especially that the board of directors, which includes the three conflicted directors and the two independent directors are not acting in their fiduciary capacity for the behalf of the public shareholders. Also, I have found additional evidence in support of the Board’s misdeeds.
Its become crystal clear to me that the insiders (all directors?) clearly do not understand how serious this matter is. Perhaps they have not taken the time to read my memo. I have no assurance that Mr. Connor even sent all of the directors my memo. Additionally, your not copying any of the “insiders” on your email to me is very disturbing. It further indicates that you and your law firm and the insiders have not taken this matter seriously. SQI is a publicly traded company in the U.S. and Canada.
To ensure that the insiders understand the seriousness of this matter and they are abrogating their fiduciary obligation as a director of a public company, I will communicate with each of them independently.
Finally, since your reply did not exclude any of the five board members the lawsuit that will be filed will be against all of the directors should SQI proceed with its rushed bankruptcy. Based on the FACTs that I have discovered the Board of Directors made no attempt to negotiate for the behalf of the shareholders. The notice by Pivot was the ruse that the three conflicted directors Connor, Beddoe and Matthews, who constitute a majority of the five member board, needed to provide the rationale to vote SQI into bankruptcy. The Board clearly did not act in its fiduciary capacity. I have all of the evidence and have every intention to provide it to the shareholders so that a class action law should SQI continue on with its rushed bankrupcty.
Also, at the conclusion for my 6/20/23 memo “B.O.D. decision to file for voluntary bankruptcy” to Mr. Connor (see attachment) I said that the press release that should be issued should state:
“based on new developments, the decision to file for a voluntary bankruptcy has not been finalized. SQI remains in discussions with Pivot”.
The reason why I suggested “decision to file for a voluntary bankruptcy has not been finalized” is because I do not know all of the facts. However, based on the facts that I have discovered the present board of directors is incapable of making a prudent decision because its majority is comprised of directors who will benefit from SQI filing for bankruptcy. The filing for bankruptcy will also reduce the personal liability for all directors.
Based on the evidence that I have uncovered its very clear to me that a five man board constituted with a majority of directors who are not secured debt holders would not have voted for SQI to voluntarily file for bankruptcy.
Assuming that the conflicted directors resign and are replaced by my nominees which include an industry expert, registered investment advisor and a former CFO of a public company and also a registered investment advisor, the Board will have a constitution that will enable it to made a prudent decision for the behalf of SQI’s common shareholders.
Sincerely,
Michael Markowski