This excerpt taken from the MALL 10-K filed Mar 31, 2005.
We will be controlled by PC Mall as long as it owns a majority of our common stock, which may lead to conflicts of interest.
PC Mall owns approximately 80.2% of the outstanding shares of our common stock. PC Mall is able to affect the outcome of any stockholder vote at least for as long as PC Mall owns a majority of our outstanding common stock. As a result, until the completion of our spin-off from PC Mall, PC Mall will effectively be able to control all matters affecting us, including:
Conflicts of interest may arise between PC Mall and us in a number of areas relating to our past and ongoing relationships as a result of our separation from PC Mall and PC Malls continued controlling interest in us. These may include:
We may not be able to resolve any potential conflicts, and even if we do, the resolution may be less favorable than if we were dealing with an unaffiliated party.