The point I was making is that the CEO wouldn’t report to the board of a private company as he/she would in a public company. The OP asked whether the board could oust the CEO.

As this article from Forbes details, private companies smaller than $100
million rarely have outside boards, which certainly rules out “most” private companies having them.

https://www.forbes.com/councils/forb...-of-directors/

Even when these large private companies do have outside boards, as the article lays out, they typically have very narrowly defined responsibilities, which wouldn’t include being able to force out a CEO, and certainly not one who hasn’t been charged with a crime or hasn’t yet been the subject of a lawsuit.

the only small firms the size of HCL that have boards are typically non-profits. and that's only because it is required in some states/

The dealers are almost certainly employees of HC casino. I am not sure how licensing works in CA, but the gambling is almost definitely being done under the license issued to HC. I don't HCL has a CA gaming license. If true, then the gaming employees like dealers are licensed and are HC employees.

Also since this is a regulated activity operating under the license CA issued to HC, HC is going to be held by the state for any kind of gaming, employment issues or customer complaints. HC could pass off some to HCL, but most and especially regulated aspects HC is on the hook for.

This is much more than just a lease of space and name license arrangement. HCL is utilizing the HC license so HC is going to have MASSIVE say in how things are done.

You are changing terms...having a board and having an outside board are different. But most companies, even small ones have a board. In the state I live, an LLC is REQUIRED to have a board. I (and wife) have multiple LLC's. The board requirement applies even to single owner LLC's.

In this case, no BOD is needed. As discussed in parallel, HCL is operating under the gaming license of HC. As such, the casino does have say over much of HCL including being able to force out NV. They may not have the explicit power but they can give HCL the option...NV is gone or HCL is gone.

And BTW, if necessary THAT power or decision could come down from the HC BOD but I strongly doubt there was any need for it to go that far. Someone at HC simply made the phone call (or did it in person) under the operating agreement.

Now how far OUT was NV pushed, we don't know. But as far as HC wants him out since they can kill HCL at any moment at their choosing.

But back on point, having a outside board is definintely different but that doesn't mean companies don't have their own internal board. And generally, while the primaries (like NV) would likely be on that board, the others on that board can remove the principal. Wo knowing the structure of such a board (if it exists), we can't say that they did or not. But it is certainly possible.

Not trying to nit pick but often in the case of absent owner(s), a board of directors is not uncommon to be appointed. Duties that include hiring/firing the CEO, who directly reports to the board. As is the case in the organization I work for.

A lot of people would buy it because it’s got to be high profit margin. You can use debt/seller financing and service the debt pretty easily. It’s probably 80-90% profit margin. As for who exactly, idk, it’s LA, a lot of people spend money on media business. A player with a huge roll like Keating could buy it too just to do the same thing as NV and play every show they want to in a lineup that they set.

Don't confuse having a board with having outside directors on a fiduciary board. MOST companies, even small family ones, have a board, have required board meetings and have minutes of these meetings. The meetings may only last 2 min. but they do happen.

It is actually in many states a primary difference between a sole proprietorship and a company (specifically LLC).

(Ask me how I might know this).

You can have one director on the board who is also the main executive of the company.

i asked limon to come in here and comment on value of hcl. given his experience as an owner of latb.

I have a different Nick Vertucci memory to bring up. Does anyone remember Nick posting a photo on Twitter of him and his nieces at a funeral last year? Someone commented on the photo that it looked a bit strange that the girls in the photo had big smiles in the photo. It looked a bit off to me as well.

I've been to a funeral in recent years for a close relative and there were family photos taken. In none of those photos was I flashing a big happy smile for a picture. I just think its a weird look for people to be flashing big smiles for a sad occasion in a photo like that. I remember feeling pretty sad at points in the funeral I attended and I had more of a neutral facial expression for the pics taken. A big smile looks in a funeral photo makes it look like you aren't that sad, or that the smile itself is disengenious. Either one is a bad look, so I'd just avoid a big smile there.

If that wasn't already strange enough, Nick then used the same photo to put out a "Merry Christmas" tweet a few months later. Using a smiley funeral photo as a Christmas photo had me thinking WTF.

This is a extremely minor incident in relation to being a real estate scammer and sexual extorter, but at the same time I think it is just a small reflection of how the guy just lacks in judgement, class and taste. He is just a guy who doesn't belong in the poker world, or any type of world that requires integrity, morals and class.

i have never heard of an llc requiring a bod. i guess you could elect to have one. did you convert your llc to s-corp? honestly, what states are you llc's in?

it's ironic that your talking about integrity, morals and class in poker and your handle is "mizrachi poker", lol. nick is actual perfect for poker. the poker world is nothing but people with no integrity, no morals and no class. and if you disagree, you just haven't played enough poker yet.

So I ended up finding the NV funeral photo which doubled as a Christmas photo.

And liveplaydonk, as far as any morale or integrity issues related to Michael Mizrachi, him being chosen for my screenname or avatar doesn't necessarily mean I'm supporting any malicious actions he's taken. I honestly don't know his history well enough to know what you are talking about. I know he is buddies with Chino Rheem who is a known scumbag. But otherwise, I don't know much of Mizrachi's history besides seeing him on WPT and WSOP televised shows.

fair enough. you would have to know the mizrachi & family to understand the irony.

Fixed it for you.

The moment you get rid of all people with questionable morality and questionable past history of making money from poker is the moment poker is dead forever.

I, for one, am glad the the 2+2 attorneys are getting to the bottom of this!

Meh. Some families just don’t have sad funerals. I don’t want my family to be crying at my funeral personally.

I’m not saying that hcl has a board or not (I doubt it) but you’re about this, private companies have boards all the time

Having an independent board at a 7 figure valuation or low 8 figure valuation is pretty dumb. The company isn’t making enough money to compensate a board with any reasonable amount, you’ll get better advice from a barber or a bartender than someone willing to be an independent board member for a $5 million company.

Pugdolk is either a troll or Nick himself, please stop feeding him, Nick is fat enough already

Since he switched to drinking a large smoothie every show Nick’s BMI and body fat percentage has notably improved tbh

My best guess is he was fired for breach of contract. His partnership or employment agreement probably had some clause that would allow for this in case of behaviour like this or just plain strong armed into resigning.

Either way, they can't claw back his vested shares. (Assuming he had any vesting at all). So he is still going to be a part or half owner of HCL. I doubt Ryan has the liquidity to buy out nittuci. He is just not operationally involved going forward. This would be my best guess for what has happened.

By your standards ye because you’re actively defending sexual assault. There is not much goal post shifting that can take place from this point

You seem like a smart person who is arguing in good faith, so all I can surmise is that we are talking about two entirely different things here.

Here, word for word, is what I wrote in response to someone asking if a hypothetical HCL board of directors could fire or force out Nick Vertucci:
“It's not a publicly traded company, so no board that a CEO would report to.”

The point I was making is not that a private company can’t have an outside board. It was that the outside boards of private companies rarely have the power to fire a CEO because the CEO doesn’t report to them. That’s it. That’s the only point I was making.

One additional point for this discussion: Outside v inside board is a very important rather than a nominal distinction in this particular conversation because we’re talking about the power to oust a CEO. An inside board is often nothing more than equity holders and perhaps higher-level executives in the company. Generally speaking, they all work together every day and being on the board is just an extension of their typical work duties and relationships. That you and your wife have multiple LLCs together, for instance, leads me to suppose that you and your wife are the primary equity holders and employees in these LLCs, and that the boards for them probably consist of you and your wife. One of you is exceedingly unlikely to oust the other from a leadership role while keeping the business going.

I’ll give you the final word in this exchange.