In a recent development, Figure Markets, in collaboration with shareholder Veton Vejseli, has formally requested access to certain company records from Ionic Digital under Section 220 of the Delaware General Corporation Law. This request aims to investigate potential misconduct by the Board of Directors and evaluate their performance of fiduciary duties. The request for access to these records, also known as the “Books and Records,” is essential in safeguarding the interests of shareholders.
Specific areas of concern highlighted in the request include agreements with Hut 8 Corp, a competitor of Ionic Digital, excessive board compensation packages, restrictions on trading Ionic stock, and delays in registering the company’s Class A Common Stock. These issues indicate a potential conflict of interest and raise questions about the board’s commitment to shareholder value.
The request for access to company records is based on Figure Markets and Mr. Vejseli’s belief that the Board of Directors may be prioritizing its own interests over those of shareholders. This alleged pattern of behavior is supported by the rejection of Figure Markets’ proposals during Celsius bankruptcy proceedings, deals with Hut 8 that lack sufficient shareholder oversight, self-appointment of decision-makers in the Chapter 11 process, generous compensation packages for board members, and unreasonable delays in listing Ionic’s stock.
In response to widespread shareholder dissatisfaction, Figure Markets has initiated a grassroots social media campaign to gather support for a special shareholder meeting. Despite the challenge of rallying a large number of shareholders, Figure Markets has managed to secure backing from 29% of outstanding shareholders. This level of support underscores the seriousness of shareholder concerns and the urgency for board accountability.
Figure Markets and Mr. Vejseli are calling for urgent action from the Board of Directors to address shareholder concerns and collaborate constructively in restoring shareholder democracy at Ionic. The inspection request for access to the Books and Records will enable a thorough investigation of potential misconduct and evaluation of the board’s fiduciary duties. The ultimate goal is to improve management, governance, and strategic decision-making for the benefit of shareholders.
Figure Markets is a pioneering force in democratizing finance through blockchain technology. Their focus on building a decentralized exchange for a wide range of assets, including crypto, stocks, bonds, and credit, demonstrates a commitment to innovation and empowering members. With strong backing from leading venture capital firms and strategic partners, Figure Markets is well-positioned to drive change in the financial industry. Founded by experienced professionals from traditional finance, fintech, and DeFi sectors, Figure Markets aims to disrupt the status quo and offer new opportunities for investors.
The shareholder activism at Ionic Digital led by Figure Markets and Mr. Vejseli highlights the importance of corporate governance, transparency, and accountability. By challenging the board’s actions and advocating for shareholder interests, they seek to uphold the principles of good corporate citizenship and protect the value of investments. The outcome of this activism will not only impact Ionic Digital but also set a precedent for shareholder activism in the broader financial landscape.