HFTP INVESTMENTS, L.L.C. v. GRUPO TMM, S.A

Defendant's argument that the proposed sales involved its subsidiaries' assets, not its own assets, and are therefore excluded from the operation of section 8 (f), is belied by defendant's repeated references, in Securities and Exchange Commission filings and elsewhere, to the proposed sales as involving its own "indirect assets"; defendant's loss of effective operational control over those assets that would result from the proposed sales without an exchange of like assets; and section 8 (g) of the NLS, the evident purpose of which is to protect plaintiffs against all manner of events that would dilute their interest in defendant or fundamentally change defendant's nature.

We have considered defendant's other arguments and find them unpersuasive.