Update on Vulcan International Corp ($VULC) Liquidation

A reader writes in with a comment on the (slow-going) liquidation of Vulcan International Corp (VULC):

Great news, Vulcan plans on making a large liquidation distribution between December 10th and December 20th 2020. Unfortunately, they do not plan on using a transfer agent, so they currently plan on making these payments directly to shareholders who own their shares in street-name as well as registered shareholders. They are also making no distinction between shares held in retirement accounts and non-retirement accounts.

Shareholders who own VULC in IRA's have been told by Tom Gettler that they can endorse those checks to their brokerage firms with suitable instructions for “rollovers” to the correct retirement accounts. Liquidations are not done this way and it's not difficult seeing a host of problems. The board hasn't made a final decision, so now is the time to contact Vulcan if you have any issues with such an arrangement.

Shareholders always received their regular dividend with no issues when handled by their transfer agent, so it's difficult to see why they are changing things now.

Tom Gettler claims he has had 'issues' with his transfer agent. Shareholders don't know what the issues are, but there are other transfer agents if unhappy with the current one for any reason. Throwing out the baby with the bathwater makes no sense.

Gettler has asked shareholders to spell out what they own. There is no way he will hear from all street-held shareholders. Even if he was working off an official master list such as NOBO, it's very possible some shareholders are not on that list. Also stock ownership can change, as the shares are still trading.

If any shares are short, how will they be handled? Transfer agents handle "due bills", but what is going to happen if a buyer or seller gets a liquidating dividend they were not supposed to get? Good luck trying to get those funds back in any reasonable time or at all. Once the money is distributed, any improper distribution may be difficult to claw back.   There is potential for real fraud in the way the company currently plans on doing this.

In the US, we are allowed to do one IRA Rollover per calendar year (Vulcan has foreign shareholders who will have their own issues). If Vulcan directly sends out a check in December, it could very well be considered a second IRA Rollover for 2020 for those who have already done one and they may not be allowed to put those funds back into their IRA's. You can do countless direct transfers (trustee to trustee), but only one Rollover annually. I could see shareholders seeking legal recourse in those cases.

A lawyer wouldn't defend himself in a court case, so a lawyer should not play transfer agent. It will be far cheaper hiring an expert to get this done right versus putting out dozens of fires years later. Vulcan should retain a transfer agent that is capable of handling liquidating distributions in the same manner that they have seen them handle hundreds of such corporate liquidations. Normal “Wall Street” methods, i.e., payment by wire through Cede and payment by check to other registered holders, are time-tested and universally accepted.
Previously on Vulcan: 

1 comment:

  1. A fitting end to a company run by clowns. I am so glad that I never got around to buying any shares. It would be interesting to hear or finally find out why they decided to do the rational thing and liquidate instead of 'play company' for decades more. I never thought I would see a company be able to even mess up a liquidation; but here we have it.

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