Seeks to Invalidate 6,000,000 Restricted Shares Improperly Granted to David Dorr and Brian Dorr and Other Insiders
Requests to Compel a Special Meeting of Stockholders to Vote for the Removal of the Dorr Brothers from the Board and the Election of Independent Director Nominees
Miami, Florida, Oct. 05, 2021 — McapMediaWire — Lou Naser, a stockholder of Coro Global Inc. (OTC Pink: CGLO) (“Coro Global” or the “Company”) who previously served as an independent director and Chairman of the Board of Directors of the Company, today announced that he has filed a complaint in the Circuit Court of the Eleventh Judicial Circuit in and for Miami-Dade County, Florida, asserting direct and derivative claims against David Dorr and Brian Dorr, two brothers who serve as the Company’s only current directors and its CEO and CFO/COO, respectively. The complaint seeks to invalidate six million restricted shares that the Dorr brothers improperly granted to themselves and their management allies for no cash consideration, in blatant violation of their fiduciary duties and the Company’s bylaws. The lawsuit also seeks to compel the Company Board (consisting of the two Dorr brothers) to call a special meeting of stockholders in accordance with the Company’s bylaws.
Commenting on the lawsuit, Mr. Naser stated: “We believe that this massive grant of free equity, which amounts to approximately 25% of the Company’s outstanding common stock, was approved by David Dorr and Brian Dorr in violation of the Company’s bylaws, without any independent director review and without engaging an outside compensation consultant, which are standard procedures for approving compensation decisions for public companies. This egregious grant is a brazen act of self-dealing by the Dorr brothers intended to entrench them at Coro Global’s helm, dilute the voting power of the Company’s existing stockholders and frustrate a stockholder vote. We believe that the Dorr brothers should be held accountable for this unlawful and dishonest action.”
The lawsuit filed by Mr. Naser seeks to invalidate the shares issued to the Dorr brothers and their associates as well as to compel the Coro Global Board to call a special meeting of stockholders. As previously announced, on September 17, 2021, a group of stockholders holding a majority of the Company’s outstanding common stock delivered to the Board a request to call a special meeting of stockholders in accordance with the Company’s bylaws. At the special meeting, the stockholder group, which includes Mr. Naser and Messrs. Carlos Naupari and Rudolph Hüppi, each of whom previously served as independent directors of Coro Global, intends to present, among other things, proposals to remove the Dorr brothers as the Company’s directors and elect five independent, highly qualified candidates nominated by the stockholder group.
Continued Mr. Naser, “In their September 30, 2021 press release, the Dorr brothers claim that the new restricted shares were granted to them as compensation and not for entrenchment purposes. However, in that same press release, they also claim that our request to call a special meeting is invalid because, as a result of the issuance of these new free shares, which have not even vested as yet, we no longer have the requisite majority of the outstanding common stock to call a meeting under the Company’s bylaws. Apart from the obvious duplicity of the Dorr brothers’ public statements, they also beg the question of why would the Company’s only current directors oppose the calling of a stockholder meeting to elect a Board, especially in light of the fact that they were never elected by the stockholders and that the Company has not held a stockholders meeting in over twenty years?”
Mr. Naser added: “In their press release, the Dorr brothers announce that they plan to take a number of actions to “preserve resources,” including suspending services to Coro App customers and withdrawing the Company’s money transmission licenses. Apparently, rather than focusing on raising capital, growing the Company’s customer base and generating revenue, the Dorr brothers plan to use whatever cash still remains in the Company to hire advisors to investigate the Company’s former directors and officers. We believe that these measures are nothing else but scorched earth tactics by the Dorr brothers that will destroy the Company’s business for the sole purpose of entrenching themselves. In these circumstances, we have no choice but to request the court to order the Board to call the special meeting as soon as possible, so that the Dorr brothers can be removed from office before they cause further irreparable damage to the Company and continue to destroy stockholder value.”
Greenberg Traurig, LLP is serving as legal counsel to Mr. Naser.