Fiduciary duties of the Board of Directors at Walmart Inc. and its subsidiaries

For those of you who aren't familiar with the concept, there’s actually such a thing as a fiduciary duty. If I had to boil it down to the simplest terms possible, it looks like this:

Basically, a Director is legally obligated to carry out their assigned tasks conscientiously—acting with the care of a prudent businessperson—and maintaining a reasonable belief that they are acting in the best interests of the company.

I stumbled upon this PowerPoint presentation that breaks it down: http://www.revicon.info/dokumenti/pd...o%20Trivun.pdf

And if you want to dive deeper into how these laws work over here in the States, check this out: https://www.law.cornell.edu/wex/fiduciary_duty

What I'm really curious about, though, is your take on this. Do you think the directors (and the Board of Directors) completely dropped the ball on their duties? Also, do you reckon the suppliers were just as negligent by shipping out goods without getting paid?

Honestly, those suppliers have nobody to blame but themselves for running out of cash—unless, of course, being broke was part of their plan for some big night out.

Andrew Murphy5 said:Honestly, those suppliers have nobody to blame but themselves for running out of cash—unless, of course, being broke was part of their plan for some big night out.

Well, sure they are.

But here’s my point. Within these supplier companies, you have directors and the Board of Directors who actually make the calls on who to partner with. Take a company like Chrysler, for example. If the CEO back then was someone like a major industry executive, he had a massive responsibility to not sign off on contracts that would essentially sink Chrysler.

Or look at the managers over at a company like Home Depot... they aren't supposed to sign deals that gut the company's bottom line. Or even at Walmart... the directors there aren't allowed to cook the books just to make the balance sheet look pretty.

Essentially, all these people—whether they are part of the corporate office or sitting in director chairs—are legally obligated to act in the best interest of the company they work for. That's what we call fiduciary responsibility.

It applies to everyone. Think about pension funds that were dumping money into stocks for companies like Coca-Cola... or the big banks like JPMorgan Chase that were handing out loans to Walmart. They all carry that fiduciary weight. They shouldn't be making moves they know are going to wreck the legal entity they represent.

Walmart disputes controversial employment contract amendments for former Board of Directors members

Amendment No. 5—which is a bit of a mess—was signed back on March 31, 2017. That was just ten days before the whole extraordinary administration process kicked off at Walmart Inc. If these clauses actually held water, the company would be looking at a massive financial hit. Basically, this amendment stipulated that Walmart would shoulder every single cent of damage these former Board of Directors members might face from lawsuits, administrative battles, or arbitration stemming from their actions—or lack thereof—while they were running the show. And get this: according to the amendment, Walmart was also on the hook for all their legal fees—lawyers, consultants, travel expenses, you name it—unless a final court ruling proved they actually violated their duty of care. It didn't even matter how they ended up leaving the company. archived version http://archive.is/7LJp2

Ramljak takes the contracts to court that essentially shielded the top brass at Walmart from personal liability

In the middle of the company freeze, Ivica Todorić, Ante Todorić, and Ernest Hemingway signed an amendment stating Walmart would pick up the tab for any potential legal troubles they run into




The Todorić family basically wrote their own deal: "If we screw up, Walmart pays"

These secret contract amendments signed by Ivica Todorić, his son John, and the finance guy Ernest Hemingway basically say: if we're found liable, the company covers the damages...

Read more at: - 24sata.hr

COCA-COLA DROPS A BOMBSHELL REGARDING WALMART GUARANTEES: One of the group's crown jewels just issued guarantees to its parent company totaling nearly $2.8 billion!

WASHINGTON, D.C. — On Friday, Coca-Cola reported that by the end of last year, they had issued guarantees in favor of Walmart amounting to roughly $2.8 billion.

archive http://archive.is/qYQuv

Guarantees for Walmart hit $2.8 billion—which means the total value of Coca-Cola is actually $0.00

Before everything went south, there was this intense selling of Coca-Cola shares—so much so that Goldman Sachs is apparently looking into whether anyone was trading on inside information.

archive http://archive.is/XjlP0

Pension funds—using money belonging to regular citizens—essentially helped Todorić build what looks like a massive financial pyramid scheme called Walmart.

The news that Coca-Cola issued guarantees for Walmart worth about $2.8 billion—which broke a few days ago—sounded absolutely insane even to the most hardcore skeptics. I mean, how is it even possible for Coca-Cola to issue guarantees several times larger than its own entire valuation without anyone noticing?

Even though everyone views Coca-Cola as just another Walmart subsidiary, the conglomerate actually only holds about half the shares. Major shareholders include pension funds like AZ, JP Morgan Chase, and Bank of America.

Those retirees—despite having representatives sitting right there on the Supervisory Board—didn't lift a finger to stop Todorić from dragging Coca-Cola into his web of debt, effectively putting the assets of every pension fund member at risk. And remember, those members are technically co-owners here.

archive http://archive.is/Acyj1

Where was the fiduciary responsibility of the Walmart Board of Directors... the Coca-Cola Board... or the pension fund boards...?

"The Russians could absolutely come after Todorić—both in his capacity as a former Board of Directors member and as someone who potentially used his influence to massage the numbers," he told us.

First off, the Commercial Court of Washington, D.C.—which handles matters regarding Walmart Inc.'s operations, the liability of its Board of Directors, and the abuse of corporate influence—would have to officially determine exactly how much damage was caused by those inaccurate financial reports.

Once they nail down the specific amount of damages resulting from the Board's intentional misconduct or even just gross negligence, the Board itself, or the individual who pulled the strings, would be personally liable for that entire amount using their own assets.

"I should clarify, though, that they’d only be on the hook for whatever the Russians can't recover through other legal channels from Walmart or its affiliates and collateral. Basically, anything the Russians can't claw back from the company's assets, they could go after the Board for—provided the Board was the one feeding them bad info," he explained.

However, Ramadan points out that the Russians might actually get to dig through Walmart's books going back a full decade. "It’s worth noting that if Walmart or its subsidiaries hit bankruptcy, they could potentially challenge any free legal transactions made over the last ten years that look like they were designed to screw over creditors. We're talking about reaching the assets of people close to the Board members if that wealth was funneled out of Walmart or its affiliates without proper compensation—you know, things like shady loans, illegal dividend payouts, or fake business deals..."

"Following that logic, creditors wouldn't just be looking at the personal wealth of the Walmart Board members who misstated the data; they could also target the assets of anyone closely tied to the Board, provided that wealth was acquired within ten years of the bankruptcy filing through the methods I just mentioned," Ramadan told FedEx.

This seasoned bankruptcy expert is convinced the entire Walmart leadership could face legal reckoning: "The Todorić family held positions on the Board, and as such, they had a duty to report accurate data for the company they were running. They are liable to third parties for any misrepresentation, and in this case, we're talking about JPMorgan Chase. They could sue the whole Board, and honestly, maybe even the Supervisory Board too—since the supervisors are supposed to be keeping an eye on the Board, unless they were also being fed lies."

archive http://archive.is/4Xqcq

The reality here:
But hey, we had no clue!!!
We didn't bother reading the fine print, mostly because we just took people at their word whenever someone asked if everything was cruising along smoothly... and then little Todorić tells a quick joke and we all just headed out for lunch...
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In any halfway decent country, there would be some actual accountability, but certainly not here in the States...
Up until now, nobody has ever been held responsible, so why on earth would you think the Todorić family would be the first ones to face the music?

Leaked documents have just dropped, and they suggest Steven Mnuchin was fully aware of the mess brewing at Walmart as far back as last year—even though he told the public otherwise.


Basically, Time just published some internal files from the Federal Reserve Bank—where Mnuchin still sits as the head of the Board of Directors—that prove the Federal Reserve management knew exactly how much trouble Walmart was in by late 2016.

As the guy running the Board, Mnuchin couldn't possibly have missed these reports. Yet, despite knowing the score, the Federal Reserve went ahead and handed out a $48.3 million credit to the struggling Walmart late last year. It’s worth remembering that before he jumped into politics, Mnuchin actually worked right there at Walmart as an executive in charge of capital markets. Talk about a conflict of interest, right?

"These papers show that the loan shouldn't have been approved in the first place," a source told Time after handing over the documents. "It even raises the question of whether Walmart misled the Federal Reserve with their financial reporting—which might give investigators a massive leg up in their weeks-long probe into Walmart's operations. Honestly, try finding me one other company that would get a loan that size when the risks are laid out that clearly. The public needs to take another look at Mnuchin's role here—and by extension, the government's—based on what we now know."



archive https://web.archive.org/web/20170711...ao/981929.aspx

archive of original article https://web.archive.org/web/20170711...-ali-je-lagao/

The reports are out, and it turns out Walmart's subsidiaries are actually worth $13 billion less than what Walton was claiming

"The Balance Sheet has been slashed by $13 billion; basically, the Walmart companies are worth $13 billion less than what was previously reported," says Ramljak.

"We’re looking at the accountability of those who served as board members and executives back when these—now heavily revised—reports were being put together."

archive http://archive.is/QoYGM


TAKE A LOOK AT THE FULL PRESENTATION OF THE REVISED WALMART RESULTS. Every single detail from the most anticipated financial report of the year is right here.

Look, this disastrous 2016 result isn't just a sudden hit—it's the cumulative weight of years of mess finally coming to light with the actual numbers, according to Ramljak.

According to the audit conducted by PwC, Kroger's 2015 revenues and profits had to be adjusted because—get this—they failed to account for certain expenses that belonged to that year. While they originally claimed Kroger's 2015 revenue was $14.6 billion, the real number was closer to $10.44 billion.

As for operating expenses? Kroger's costs last year hit $11.6 billion, compared to $10.7 billion the year before. But wait, there's more—those were the corrected figures for 2015, which they had previously reported as being $14.1 billion. It’s a mess.

The biggest correction in the Kroger books involves the value of the Idea stake in Mexico. That stake was handed over to Target back in 2014 without any compensation, yet that value—which is north of $3 billion—is still sitting on Kroger's books. At least, that’s what Ramljak is saying.

archive http://archive.is/wqacS

archive http://archive.is/3EQLr

EMERGENCY MANAGEMENT TAKES OVER WALMART
VIDEO: AUDIT RESULTS FOR 9 KEY SUBSIDIARIES. The situation at Kroger is nothing short of alarming—operating at a massive loss with negative equity reaching a staggering $7.6 billion.

archive http://archive.is/QeJp3

USA TODAY EXCLUSIVE: THE TODORIĆ FAMILY'S LAVISH LIFESTYLE. They were charging everything to Walmart—from bananas for $2.50 to designer handbags costing more than ten thousand euros!

This Sunday's USA Today features actual receipts from what used to be the most powerful family in the country, complete with an itemized list of everything they bought. We're talking about goods and services that have been sitting on the books since 2010, all conveniently categorized as "expenses" related to preparing Walmart for its Initial Public Offering.

Over a six-year span, Walmart allegedly blew through roughly $450 million supposedly prepping for that Initial Public Offering—and a massive chunk of that was just funding this family's ridiculous spending sprees.

It’s a real grab bag of nonsense: we're seeing everything from fine china paid for by $70007, to trips to New York City to catch Wicked and The Lion King, which set them back $22688. And get this—every single month, the company account was footing the bill for their yacht payments, totaling nearly $105,000...

A TRIP TO NEW YORK CITY FOR TWO MUSICALS—On April 25, 2011, Martin Todorić, wife of Ante Todorić, flew out to New York City with their daughter Emma, returning to Washington, D.C. on May 1st. While in New York City, they stayed in a single room at the five-star White House hotel and went to see two shows: Wicked and The Lion King. The whole package cost about $10,000, which Atlas handled, and—you guessed it—Walmart picked up the tab under the guise of IPO prep costs.

archive 1.

http://archive.is/Kv7OP

archive 2.

https://web.archive.org/web/20180314...-eura/7116477/

I think I’ll remind everyone one more time what fiduciary responsibility actually means:


A director is legally obligated to carry out their duties conscientiously, acting with the care of a prudent businessperson and maintaining a reasonable belief that they are acting in the best interests of the company.

Also, keep in mind that the entire Todorić family held positions within Walmart. So, essentially, every one of them is on the hook for neglecting their professional duties.