Tuesday, February 21, 2012

Can a criminal organization file Chapter 11 Bankruptcy

Morgan Joseph TriArtisan LLC has been hired by Church Street Health Management to oversee the sale of assets it claims to not own-referred to herein as “mystery assets”- remember, CSHM has always maintained it is simply a management company hired by independently owned Small Smiles dental centers to “manage” the day to day operations. LIE LIE LIE

In the Affidavit of Martin McGahan, he lied like a dog on page 2. The dental centers are NOT owned by individual dentists and CSHM has admitted as much.

CSHM will pay Morgan Joseph-referred to as “Investment Banker”-$75,000 a month, plus expenses, to provide financial advice, assist in capital raising,  and/or the sale, of CSHM’s “mystery assets”.  This should be fun to watch!

I’m thinking that is far from a fair fee; David Copperfield demands much more to perform magic tricks.

I believe the last company to assisted in the sale of this illegal operation (the DeRose’s sale to Arcaptia and the Nashville crooks) failed to do their due diligence.

Here is an excerpt from the Retention Agreement between CSHM and Morgan Joseph- (link to the full agreement at the end)

[FYI-employees weren’t told until this morning. But told there was nothing to worry about, money would be coming soon. LMAO! ]

The Company (CSHM) agrees that neither it, its management, controlling equity holders or affiliates will initiate any discussions with a potential purchaser or its representatives regarding a Transaction during the term of this Agreement (other than with the Stalking Horse Bidder, as defined below, and its representatives and affiliates), except through Morgan Joseph.

The Company also agrees to promptly inform Morgan Joseph of any
inquiry from a potential purchaser or representative thereof it receives or becomes aware of regarding a Transaction.

During Morgan Joseph's engagement, the Company agrees to furnish Morgan Joseph with all information which Morgan Joseph reasonably deems appropriate and will provide Morgan Joseph with access to the Company's officers, directors, employees,accountants, counsel and other representatives (collectively, the "Company Representatives") who the Company will authorize and request to cooperate fully.

Morgan Joseph may rely upon such information supplied by the Company and the Company Representatives without assuming any responsibility for independent investigation or verification thereof.

The Company represents and warrants that any financial projections provided to Morgan Joseph in connection with this engagement have been, or will be, prepared reflecting the Company's best currently available estimates of the future financial results and condition of the Company. During this engagement, the Company will, in writing, promptly notify Morgan Joseph of any material inaccuracy or misstatement in, or material omission from, any information previously delivered to Morgan Joseph or any interested party in connection herewith.

…The parties intend that an independent contractor relationship will be created by this Agreement in order to provide the services described above to the Company. The Company acknowledges that Morgan Joseph's advice will be solely for the use and benefit of the Company, and not any of its equity holders, creditors or any other party.

Neither Morgan Joseph nor any of its Representatives (as defined below) is acting as a fiduciary of the Company, the equity holders or creditors of the Company or any other persons in connection with this engagement, and expressly disclaims such duty under this
Agreement. Morgan Joseph will not provide any management services to the Company, and neither Morgan Joseph nor any of its personnel or subcontractors is to be considered an employee of the Company. The personnel and subcontractors of Morgan Joseph are
not entitled to any of the benefits the Company provides for the Company's employees.Morgan Joseph makes no representation or guarantee that an appropriate Transaction can be formulated, that any Transaction is the best course of action for the Company, or that
the execution of any proposed Transaction will be approved by the Company's Board of Directors (including any special committee thereof), the Company's equity holders or other constituents, or any applicable court.

The Company acknowledges that Morgan Joseph's services will be made on a reasonable best efforts basis. Further, Morgan Joseph assumes no responsibility for the selection and approval of any strategic alternative presented to the Company or its Board of Directors (including any special committee thereof), which determination shall rest with the Company and the Board…

…The Company agrees it will be solely responsible for ensuring that any Transaction complies with applicable law. The Company understands Morgan Joseph is not undertaking to provide any legal, regulatory, accounting, insurance, tax or similar professional advice…

The Retention Agreement

Chapter 11 Bankruptcy