BXG » Topics » Certain Relationships and Related Transactions

This excerpt taken from the BXG DEF 14A filed Oct 16, 2009.

Certain Relationships and Related Transactions

          Any existing loans to our officers and employees other than in the ordinary course of business have been approved by a majority of disinterested, non-management directors. In accordance with applicable law and regulations, we will not make any new loans to, or advances on behalf of, our executive officers nor will we modify in any respect any currently outstanding loan to any executive officer.

          BFC beneficially owns approximately 29% of our outstanding common stock indirectly through its wholly-owned Woodbridge subsidiary. During 2008, we paid approximately $430,000 to affiliates of Woodbridge for various services, the majority of which related to risk management. During 2008, we received approximately $76,000 from affiliates of Woodbridge for certain services provided by us to Woodbridge or its affiliates.

          We are currently working with Woodbridge to explore avenues in which Woodbridge may assist us in obtaining liquidity for our receivables. Potential alternatives may include, among other things, Woodbridge forming a broker-dealer to raise

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capital through private or public offerings. We have agreed to reimburse Woodbridge for certain expenses, including legal and professional fees, incurred by it in connection with this effort. Through September 30, 2009, we have reimbursed Woodbridge approximately $1,083,000 in connection with this matter.

          Review and Approval of Related Person Transactions

          We review all relationships and transactions in which we and our directors and executive officers or their immediate family members are participants to determine whether such persons have a direct or indirect material interest. We affirmatively request information from the directors and executive officers with respect to related person transactions and based on such information determine, based on the facts and circumstances, whether we or a related person may have a direct or indirect material interest in the transaction. As set forth in their respective charters, the Audit Committee, in the case of related person transactions which present issues regarding accounting, internal accounting controls, or auditing matters, or the Nominating / Corporate Governance Committee, in the case of all other related person transactions, reviews and approves (or ratifies) related person transactions. In connection with such review, the reviewing committee considers:

 

 

 

 

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the nature of the related person’s interest in the transaction;

 

 

 

 

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the material terms of the transaction, including, without limitation, the amount and type of transactions;

 

 

 

 

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the importance of the transaction to the related person;

 

 

 

 

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the importance of the transaction to us;

 

 

 

 

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whether the transaction would impair the judgment of a director or executive officers to act in our best interest; and

 

 

 

 

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any other matters the reviewing committee deems appropriate.

          Any member of the reviewing committee who is a related person with respect to a transaction under review may not participate in the deliberations or vote on the transaction, provided, however, that such director may be counted in determining the presence of a quorum at a meeting of the committee that considers the transaction.

          It is also our policy that any transaction not in the ordinary course of our business with an executive officer, director, principal shareholder, or affiliate of any of them, involving in excess of $10,000 must be approved by a majority vote of disinterested directors, and must be on terms no less favorable to us than those which could reasonably be obtained from an independent third party.

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These excerpts taken from the BXG 10-K filed Apr 30, 2009.

Certain Relationships and Related Transactions

Any existing loans to our officers and employees other than in the ordinary course of business have been approved by a majority of disinterested, non-management directors. In accordance with applicable law and regulations, we will not make any new loans to, or advances on behalf of, our executive officers nor will we modify in any respect any currently outstanding loan to any executive officer.

Woodbridge beneficially owns approximately 29% of our outstanding Common Stock. During 2008, we paid approximately $430,000 to affiliates of Woodbridge for various services, the majority of which related to risk management. During 2008, we received approximately $76,000 from affiliates of Woodbridge for certain services provided by us to Woodbridge or its affiliates.

Certain Relationships and Related
Transactions



Any existing loans to our officers and employees other than in the
ordinary course of business have been approved by a majority of disinterested,
non-management directors. In accordance with applicable law and regulations, we
will not make any new loans to, or advances on behalf of, our executive officers
nor will we modify in any respect any currently outstanding loan to any
executive officer.



Woodbridge beneficially owns approximately
29% of our outstanding Common Stock. During 2008, we paid approximately
$430,000 to affiliates of Woodbridge for various services, the majority of
which related to risk management. During 2008, we received approximately
$76,000 from affiliates of Woodbridge for certain services provided by us to
Woodbridge or its affiliates.



This excerpt taken from the BXG DEF 14A filed Apr 9, 2008.

Certain Relationships and Related Transactions

          Any existing loans to our officers and employees other than in the ordinary course of business have been approved by a majority of disinterested, non-management directors. It is also our policy that any transaction not in the ordinary course of our business with an executive officer, director, principal shareholder, or affiliate of any of them, involving in excess of $10,000 must be approved by a majority vote of disinterested directors, and must be on terms no less favorable to us than those which could reasonably be obtained from an independent third party. In accordance with applicable law and regulations, we will not make any new loans to, or advances on behalf of, our executive officers nor will we modify in any respect any currently outstanding loan to any executive officer.

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          Levitt owns approximately 30% of our outstanding common stock. During 2007, we paid approximately $475,000 to affiliates of Levitt for various services for us, the majority of which related to risk management. During 2007, we received approximately $65,000 from affiliates of Levitt for certain services provided by us to Levitt or its affiliates.

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