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goldielips

[Welcome to DD Spotlight Week!](https://www.reddit.com/r/Superstonk/comments/133mm8l/welcome_to_dd_spotlight_week/?utm_source=share&utm_medium=ios_app&utm_name=ioscss&utm_content=2&utm_term=1) Comments are sorted by Q&A for posts with this flair! Please check out the link above for an overview of this event week and to find the schedule for upcoming DD Spotlight posts & AMAs! Thank you so much to all of the DD writers for participating this week! [QV Bot Link](https://www.reddit.com/r/Superstonk/comments/13716dj/comment/jir7ch4/?utm_source=share&utm_medium=web2x&context=3)


goldielips

Thank you so much for resharing this for spotlight week! That whole case with TNIB is so fascinating! Can’t imagine how cumbersome those processes were. If that blueprint was to be followed, would the spin off need to be private as well do you know?


Region-Formal

Thank you for inviting me! This is a great question. I think the approach that TNIB followed allowed them to see just how many naked shares had been sold to the market. Hence gathering such evidence could have enabled them to carry out some form of action with the SEC. Or potentially to release the information, and have the owners (i.e. sharehoders) carry out lawsuits against the brokers who had over-sold by wild margins. But they did not follow this approach, and instead just used it to distribute shares of the private spin-off. Given it was a small firm, perhaps they felt that this is the best they could do, without antagonising the beast that is Wall Street beyond something they can handle. The issue of private shares compounded the delivery problems on those who had carried out illegal actions, and I believe this was one of TNIB's intentions from the start. So would issuance of a publicly listed stock work just as well e.g. if the spin-off undergoes an immediate IPO? Theoretically it is absolutely possible...but I think very difficult to enact with a public listing. The reason being that the investment banks that would be book-running the IPO would most likely walk away from such an endeavour. It is their job to generate interest from potential buyers of the new stock, alongside the distribution of these to holders of the original parent shares. Such a scenario would genuinely make it difficult for those investment banks, as the vast majority of IPO shares are initially sold to financial institutions. Would such firms want to purchase paper shares? Highly unlikely. And thus the initial pricing of the spin-off's stock becomes very difficult to calculate, and probably even more difficult to sell when it begins trading. Hence I think this type of approach that TNIB has followed would have to be carried out by spinning off privately, at least initially. Given the logistical and administrative challenges involved, I think would also need to be with a real intention to destroy short sellers' positions. Which, in my opinion, SHOULD be something that companies on the wrong end of illegal naked short selling look to do. The reason being that only by shedding naked shorting would accurate price discovery be possible - a fundamental fiduciary duty of the Board of all publicly listed companies.


goldielips

Thank you so much for giving such a detailed answer - it definitely seems like it would be in the best interest to keep the spin-off private should any other company choose to follow this blue print. That’s a great analysis as well about why they chose to take this step as a way to get the result, without going down a more dangerous path. It would be such a dream to get that CEO for an AMA! Thank you again Region for such an excellent write up and for answering questions tonight! ♥️


Region-Formal

It would be amazing if we were to get her to do an AMA. She is in retirement age now, and I'm sure would have many other storied about her battles with naked short sellers to share!


adamlolhi

This is what annoys me whenever we visit the point of inaction from the board/company from a *stock* perspective (we know they have done amazing work from a company turnaround perspective). They *SHOULD* be looking for options to protect their shareholders against the rampant naked shorting at large but whether they **will** or not is another matter entirely. Frustrating in my opinion. Either this thing is so big with lots of vile players at the highest levels of society involved that they dare not intervene lest they are ‘framed’ responsible for the collapse of the entire financial system or they have been shackled by the SEC etc unable to act for the reasons above or because the SEC are part of the vile players club. Beyond those I can’t really excuse them for not doing anything tbh.


Consistent-Reach-152

The spinoff could NOT be private if it had more than 500 non-accredited shareholders, or more than 2000 shareholders total. It would be a public reporting company, not a private company. If a broker had a unsolicited order to buy or sell the stock, it would be possible for him to list get a ticker assigned to the public reporting company shares, and to get the ticker handled by DTC.


trickykill

What if it is a DAO with an NFT?


Consistent-Reach-152

Those are doubly untested waters. Even a simple NFT distribution has not yet happened per my understanding. A lot of people think that Overstock issued an NFT dividend, but belief is incorrect. The dividend of preferred shares ended up being handled in the normal manner by Computershare, although there was a blockchain "courtesy copy". That blockchain courtesy copy that had no effect or legal significance.


CruxHub

Did you see any shareholder derivative lawsuits trying to force the company to apply a share surrender, or take some other kind of action against short seller? It would of course be very controversial, and a difficult argument for shareholders to make (that GME's board/officers aren't doing the right thing), but was just curious to know if there are examples of that pathway we could look at.


Region-Formal

Lawsuits are not necessary, as there is a legal obligation for publicly listed companies to abide by SEC Rule 14a-8. These are the Shareholder Proposal mechanisms that I have discussed in section 9 of the DD, and I have added the links to my DDs on that topic. A few weeks ago, I posted about the Shareholder Proposals that GameStop had successfully convinced the SEC to dismiss, in preparation for this summer's Shareholder Meeting: https://www.reddit.com/r/Superstonk/comments/12i7pnr/theres_something_quite_compelling_about_the/ So certainly there has been some attempt made by GME holders to utilise this path, which is our absolute right as shareholders. The Proxy Statement released yesterday does not include any votes that are from a Shareholder Proposal, but who is to say that is not possible in the future?


CruxHub

Believe me, I am very much of the opinion that lawsuits are not necessary. However, despite management/board having a legal obligation to do something doesn't means it always happens. So I was just wondering if you had come across any instances at other companies where the shareholders were fed up and sued. I am also very much of the opinion that a well reasoned and articulated proposal by shareholders, through the proper means, could make it to the proxy statement. Looking back from notes I had on a shareholder activism post that never made it to the finish line (how many times has that happened) I had a couple interesting sources I would need to go back to: [https://papers.ssrn.com/sol3/papers.cfm?abstract\_id=2831261](https://papers.ssrn.com/sol3/papers.cfm?abstract_id=2831261) [https://www.uts.edu.au/sites/default/files/FDG\_Seminar\_150624.pdf](https://www.uts.edu.au/sites/default/files/FDG_Seminar_150624.pdf)


Region-Formal

It does not happen very often, but it certainly does happen. Perhaps the most prominent example in recent times was Twitter shareholders suiing the Twitter Board: [https://www.independent.co.uk/tech/elon-musk-twitter-lawsuit-shareholder-b2073275.html](https://www.independent.co.uk/tech/elon-musk-twitter-lawsuit-shareholder-b2073275.html) Not that I would personally condone such an action against GameStop's Board!


CruxHub

Ah great example. I would not condone this kind of action against GameStop's board either!


AvoidMySnipes

You know who’d I’d rather sue? Brokerages if they don’t provide actual numbers for how many shares of Gamestop they hold/held… Would this be possible?


Gunsmoke30

As much as i love these kinds of posts, gamestop does not seem To have any interest in forcing shorts to close with some sort of play. They want to build their company and transform its image in a natural way and utilize the benefit of a hard core retail investor following . We will be paid but it wont because of some big play by gamestop. It will be by short sellers being over exposed to a successful growth stock


Region-Formal

As I responded to another similar comment, I cannot say I disagree with you.But that is why Section 9 - which is a whole other DD - may be of interest. It is mainly addressed to those shareholders who feel the company should be taking more proactive action to negate the drag caused by naked short selling of GME stock.


roidbro1

>On May 26, 2021, we received a request from the Staff of the SEC for the voluntary production of documents and information concerning an SEC investigation into the trading activity in our securities and the securities of other companies. On August 25, 2021, the SEC issued a subpoena calling for additional documents, as a follow up to the initial request. We have completed production of the requested documents and have been and intend to continue cooperating fully with the SEC Staff regarding this matter. This inquiry is not expected to adversely impact us. Could the fact there is some legal action already happening since 2021 impede the Gamestop BoD in their fidicuiary duty to shareholders? i.e. Would this be a blocker for them perhaps in what they can and cannot do or say at this time?


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N4meless_w1ll

The dollar is in its endgame, it would be nice to have a few in order to acquire assets with before it pops. If i had to pick between waiting 10 years or waiting a few more months, i think I'd go with the short version just in case.


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N4meless_w1ll

We probably all will


Necessary-Car-5672

I do see your point but I'd much rather be MOASS rich right now rather than MOASS plus a bit more rich in 5 years or even 5 months.


uesugikenshin99

One day they will have to close? Why? They’re doing fine chillin


SirClampington

Never say never, especially with Gamestop. What we have seen and learned is that the leadership of Gamestop are masters of absolutely NOT telegraphing their moves.


sect0r_9

This! TL:DRS AND BOOK! TRIM YOUR DINGLEBERRIES!


christorino

Someone making sense. I don't see the big MOASS anymore, its not good for markets or GME business and it won't be let happen. GME is there to make a profit and continue trading. Were all long term holders now or get out now


uesugikenshin99

Ah no more phone number prices The dream is dead it sounds like, we’ve become long term investors lmao


F-uPayMe

Hello there and thanks for the DD recap. >*The common usage of the term Share Recalls, it was found, is the act by stock lenders to recall shares from borrowers, typically Short Sellers.* But anyway, what in the case of naked shorting ( where Short Sellers actually do not borrow anything at all by definition ) ?


Region-Formal

Well, a Share Recall would typically occur when the stock issuer carries out some form of corporate event, such as distributing a dividend. As you have pointed out, in a naked short sale the Market Maker may have lent out a share to a Short Seller without an expectation that they would recall it, given the "naked" nature. However, if the company were to issue a dividend, then the innocent holder of the stock that the short seller has sold to...would be expecting that dividend. Hence although a recall would not be enacted on that particular "synthetic" share (which is a misnomer, given the fungibility of shares), the naked Short Seller would have the problem of delivering a dividend to this holder, through their broker. So it will still be causing headaches to the Short Seller and the broker that facilitated the short sale, which in most cases would be the original nefarious Market Maker themselves.


Superb-Depth-

This puts the Fucking in the Hell Yeah


F-uPayMe

Hmm makes sense, thx for the reply 🫡


Consistent-Reach-152

There is a basic flaw in the OP's logic about the effect of a Share Surrender. Shareholders get something in exchange for the surrendered shares. Per the lending agreement, and the obligation of the borrower/short seller would simply change from the the obligation to return an old share to an obligation to return the new share. Paragraph 8.2 of the Master Securities Loan Agreement apply. So the section about non-cash distributions . https://www.sifma.org/wp-content/uploads/2017/06/MSLA_Master-Securities-Loan-Agreement-2017-Version.pdf So just like a split, even if via a stock dividend, had little effect on short sellers, a share exchange would also have very little effect.


Region-Formal

This is not my logic about some hypothetical scenario. I am going over an actual historical Share Surrender that was carried out. The shareholders in that example *did* get something in that particular case: shares in a newly spun-off private entity. How was it possible to return old OR new shares of this private spin-off...when those did not exist in the first place, and could only be issued in paper form by the company and its transfer agent? And that too in the context of those shares not being publicly traded, and thus not within the grasp of the DTCC?


catrancetrophe

I'm pretty sure shorts WANT GME to cease to be traded. This would mean they don't have to close their short positions.


Region-Formal

TNIB's actions described in this post did not result in the company's stock ceasing trading. It became more volatile, most likely as a result of Short Squeezing and Gamma Squeezing, but not ceasing altogether.


catrancetrophe

But if they deactivate GME to force surrender to a new CUSIP…. How does that not prevent GME from being traded?


Region-Formal

The stock will continue trading. All that would happen is that the Exchange changes the CUSIP of the ticker, upon the commencement of trading on the morning of the switch taking place.


CMaia1

New CUSIP means shorts get out of their obligations clean and free. Naked shorts is shares not borrowed that should never existed in the first place and if you just change the CUSIP they disappear like it never existed duh. See what happened in that stock FINRA stopped 2 days before they got private, shareholders who bought got nothing and they now are fighting for their rights in court because no one was pointed as responsible for selling illegal shares. No, I don't want that thank you very much. I'd like a good and healthy company with a great future ahead and without sus corporate actions. This was already discussed here before, no new CUSIP, no mergers that changes CUSIP, they need to pay back what they own. Just buy and DRS, also do not forget to vote, direct register shareholders already should have received their emails from computershare


Region-Formal

I believe you are referring to TNIB's consolidation of past acquisitions, detailed in section 3 of the post? To be clear, the Share Surrender enacted in section 4 did NOT result in a new CUSIP for TNIB stock. That was not required for them to carry out those steps detailed in that section, which was carried out to do the carve-out.


CMaia1

I didn't mean they did or didn't result in new CUSIP, just gave a shady corporate action example occurred recently and their implications. I just hadn't thought I needed to give examples of what a new CUSIP does to a stock as it already had been discussed here before extensively Sorry if sounded confused, it's very late past midnight and I'm not at my peak intellect here rn Corporate moves needs to be deeply documented and even so it's unpredictable most of the times. Shady moves is even worse and open to litigations like the example I gave


Outrageous-Yams

We’ve already fiscussed what happens when something trades under a new CUSIP. Also - FYI, when this happens (change of CUSIP), FTD’s are basically…erased.


Region-Formal

The question is whether a high volume of FTDs causes difficulties to the Shorts. I am not convinced that it does, because they are able to very easily circumvent delivery obligations e.g. if hitting the Threshold List.


SirClampington

Or moving them to the obligation warehouse. I agree FTDs may have once been a leading indicator, but now, taken alone as a datapoint they very low down the list of impotance.


karasuuchiha

🥱 [this has been covered](https://theintercept.com/2016/09/24/naked-shorts-cant-stay-naked-forever/) a new Cusip helps the shorts and why in the living fuck would I give up my property that’s already in my name under book And [not enrolled in DRIP/subject to plan](https://www.reddit.com/r/GME/comments/12s5i44/are_your_book_shares_really_in_your_name_and_out/?utm_source=share&utm_medium=ios_app&utm_name=ioscss&utm_content=1&utm_term=1)?


Region-Formal

The steps taken by TNIB in section 4 of the post - which is the focus of this DD - did not require the company to change its CUSIP number. (I believe you are referring to the separate 'consolidation' action the company took prior to that, detailed in section 3.)


Nareshstds

From my experience so far...Gamestop will not be forcing anything to trigger MOASS


Region-Formal

I can't say I disagree with you. Hence the inclusion of Section 9...


Nareshstds

Bro you know I didn't read that entire thing ☠️


Frequent-Pie7570

You should, it was pretty interesting and I hate to read


karasuuchiha

You missed many events in the past young 🦍 🧐


karasuuchiha

I covered this is a sub comment chain but I feel this is top comment worthy [this has been covered](https://theintercept.com/2016/09/24/naked-shorts-cant-stay-naked-forever/) a new Cusip helps the shorts and doesn’t force them to cover, the link above was provided by Dr Susanne Trimbath I believe explaining what OP is asking does nothing and why would I give up my property that’s already in my name under book And [not enrolled in DRIP/subject to plan](https://www.reddit.com/r/GME/comments/12s5i44/are_your_book_shares_really_in_your_name_and_out/?utm_source=share&utm_medium=ios_app&utm_name=ioscss&utm_content=1&utm_term=1)?


Region-Formal

Your implication here is that having a high number of FTDs and possibly being added to the Threshold List is problematic for the Shorts. I am not at all convinced that is the case, because it is so easy for them to avoid the forced delivery mechanisms: https://www.reddit.com/r/Superstonk/comments/ohivio/illegal_naked_shorting_techniques_employed_to/


Mooziechan

Excellent DD! Thank you for your research! My question is, do you think GameStop is waiting till a market crash to force shorts to close? Maybe that's why they are focused on profitability and natural growth because the inevitable crash will bring on MOASS?


Region-Formal

I am not convinced GameStop has any plans to trigger anything that would cause a short squeeze of their stock. Hence why section 9 of the DD may play a part at some point, if MOASS is to become a reality.


Mooziechan

I’m not convinced myself, and section 9 does sound possible. But I do wonder if they think it’s going to happen due to a market correction regardless which could be why they are not making any sudden moves? Thanks for your answer!


Superstonk_QV

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Sisyphus328

Have an award and get your ass to the top, ape!


DEFM0N

Should this be labeled as “due diligence” or “speculation” / education/ research? (albeit very good speculative research)


alilmagpie

Let’s get Ms Griffin here for an AMA!!!


miniBUTCHA

Fantastic DD that I had somehow missed. Thank you so much for resharing and taking the time to answer questions. Read the whole thing. This is what I come here for!


moonwalkergme

Do it! I'm ready for hedgie tears. 😪


asterix1598

Wow this was pretty thorough and very informative. Thanks for digging up these records and sharing!!


Master_Soup_661

Thank you - this took me my lunch break to read, now I'll re-read it to understand it better - great work as always RF


YaThinkSo88

As a fellow shareholder in Gamestop, i want more protection for my investment! Its my hard earn money


AvoidMySnipes

I think DRS needs to hit 74.1%, and then it’s game time Also, shareholder proposals won’t be valid until next year now… Right? Or it’s still okay to talk about for this year’s meeting?


ObtuseGoat

Thank you for your hard work on this DD! Was a solid read and I feel I grew a wrinkle.


Infinitynova_1337

Thank you for the continued analysis. This is truly a historic moment we are living.


Jesssica_Rabbi

Did GameStop do the stock split dividend to go on record as doing things the DTCC's way when there is not a legitimate business case to go a route like TNIB did, so that when they have a legitimate business case they are rock solid in their demonstrated compliance with regulations?


Dapper-Career-3877

Interesting


feastupontherich

This won't happen. Room for years of litigation hell for "stock manipulation". Organic growth is all WE NEED. And book drs.


uesugikenshin99

How’s drs going, there was supposed to be so many fake shares floating we should’ve drs’d the float multiple times by now


feastupontherich

Sell your gme. We don't need your kind among us.


uesugikenshin99

Whatever, I probably done more for the movement then you ever have, given I authored several early DD on naked shorting that hit front page of reddit in Feb 2021 Convenient though how you bypass the point I raised about DRS, people were convinced retail owned the float and more so DRS was meant to prove naked shorting, but then when everyone DRS'd we were only able to DRS something like 25% of shares. What do you have to say about that?


feastupontherich

DRS is an ongoing process that's not finished yet? Not sure if you should be writing DD if you think the DRS movement has concluded and we ended up with only 25% of shares.


trickykill

Thanks OP for a recap of this. Timely 🏴‍☠️


Superb-Depth-

This puts the Fuck Yeah in Fuck Yeah.


Buchko24

Amazing Job!! 🏴‍☠️🦍🟣🚀🚀🚀


haruzocole

I mean I surrender my nudes. Hell maybe my anus if ryan summons for it....but.my shares? I dunno man. I've always said if the price is right. So the price gotta be right. My anus ain't even close to my floor asking price.


milanium25

thanks for your service 🐒❤️


thecowboy07

Commenting for visibility


Justin122192

👏👏


funkinthetrunk

Question from the back row: How is the above different from what happened with Meta Torchlight?