"Wargames Factory...dead and gone?" Topic

Kilkrazy: if that's true, it would explain a lot. That's why my S corporation (not hobby-related) has only two members on its board: myself and my partner. Nor will it ever have another, since it would require both our votes to appoint another member.
Just thinking about losing control like that (i.e. what you suggest happened to Tony, above) makes me shudder.

With a 41% shareholding, he'd still have been able to vote against the sale of the shares.

You sure you're not confusing them with a Limited company (which is not publically traded, but has shares). The LLC is the US equivalent of an LLP in the UK – its a partnership, with limited liability so protection on liability for the partners, but no shareholders per se.

Typically LLCs have shares, which are distributed to the owners. The LLC agreement would specify what share ownership signifies, and how/if the shares may be transferred or pledged, etc.

"With a 41% shareholding, he'd still have been able to vote against the sale of the shares."

Thsi is something I dont understand. If he has 41% of the shares, who has the other 59%? And who has the authority to issue the remaining share capital, and decide to whom it goes? It all seems very odd to me.

Someone has decided to dilute the value of the 41% by not issuing new stock in parity and extending the stock of existing shareholder pro rata. How was that done I wonder?

Its a fascinating subject. No wonder the pages of TMP are bursting with posts on the matter.

Thsi is something I dont understand. If he has 41% of the shares, who has the other 59%? And who has the authority to issue the remaining share capital, and decide to whom it goes? It all seems very odd to me.

Its very simple, you decide amongst yourselves and lots of partnerships do so. We even have a TV show in the UK where it is done in minutes (and I think they are fools to enter into deals so quickly) called Dragons Den.

Thsi is something I dont understand. If he has 41% of the shares, who has the other 59%? And who has the authority to issue the remaining share capital, and decide to whom it goes? It all seems very odd to me

I don't know the specific circumstances here, but it could be made of a collection of minority shareholders, or a few other major shareholders. With companies based in other countries it is not unusual to find that the country law requires at least 51% to be held by a local national.

41% is moderately significant (in the UK), as it means you can block a special resolution (needing 75%), but not quite enough power to force an ordinary resolution. Both ORs and SRs are involved with the issue of fresh shares. Not quite sure how it works with LLCs in the US though.

In the UK you can order details of certain items, accounts, directors, members lists, for Limited companies from Companies House. For example, here is a list of deetails for Wargames Foundry limited (which seems to be a dormant company): link

I think Kilkrazy has the right idea around this. The change in ownership was (IMHO) a result of a shares for injection of cash deal. Maybe as far back as August when the new General Manager was appointed (which was most likely at the requirement of the new major shareholders).

Presumably he formed an opinion about the way WF had been going and what was happening between then and the botched release of the WSS range.
If that opinion was sufficently worrysome to the people/company with the most to lose financially that they exercised the right of the majority (presumably an absolute majority) shareholder and instigated the wholesale changes.

I am sure that it was a case of how best to protect their investment, perhaps they only saw continuing problems and eventual failure if things were left as before. I cannot see any scenario where this was a spiteful ploy to oust the original WF owners/management. There will be an underlying business/financial reason why it happened.

What was transpired since is them protecting their interests by trying to limit the impact of the excessive vitriol that is coming their way (comment deletions, removing the forum link from the webpage etc), whilst trying to unravel the mess that is the current order/shipping/stock position. From the comments about missing customer, payment and order data it would seem that maybe the original paperwork was less than ideal or possibly it was somehow lost or damaged in the transfer of ownership.

Just my own interpretations of the events, my opinions.