Difference between Conflict of Interest and Possible Conflict of Interest

[billybobjovialdechicoutimi]

Hello,

 

So in a recent Quebec Superior Court ruling, judge Luc Morin argues that the conflicts of interest I highlight at BTB REIT are not to be taken seriously since many (if not all) are POSSIBLE conflicts of interests.

 

In so doing, the judge implicitly differentiates between a Conflict of Interest and a POSSIBLE Conflict of Interest.

 

So I stupidly assumed for the past ca. 50 years of my life that a conflict of interest is by its very nature apparent and possible to begin with and that one does not need to find the relevant party caught red-handed in the sack to be able to argue that it is disturbing to beneficiaries.

 

Am I stupid or what's going on? 

 

Could someone kindly explain what a POSSIBLE conflict of interest is, and why it does not deserve any attention, concern or follow-through?

 

Thanks to all

[RichardGibbons]

The judge is likely confused about how language works. Something is a possible conflict of interest if there is not evidence to decide whether there is a conflict of interest. i.e. if I hire someone for my company that nobody else knows anything about, that's a possible conflict of interest because there is the possibility that they are my spouse. Once it becomes known whether or not that person is related to me, it either becomes a conflict of interest or not.

 

Then, the conflict of interest is either problematic or not. If the conflict is disclosed and steps are taken to ensure that the conflict isn't problematic (e.g. recusing oneself from decisions related to the conflict) then it can be a non-problematic conflict of interest. If the conflict is not disclosed and no steps are taken, then it might still not be problematic, but IMO the balance of probabilities tilts to it being a problematic conflict of interest.

[billybobjovialdechicoutimi]

Yeah so that's what I thought too... Thanks for your thoughts @RichardGibbons

 

I don't know how I can tell the judge that he is "likely confused" without going to jail though

 

 

See here are a few situations which apparently do not concern that judge because they are POSSIBLE conflicts of interest and not conflicts of interest:

 

1- the CEO employs his daughter since 2015 in a role of increasing seniority at BTB, but her family link to him is never acknowledged in any regulatory filings, and details of her employment are never shared and the sole article available in the public domain confirming that she is indeed his daughter (and not someone with the same last name) was REMOVED from the internet shortly after I highlighted it to BTB... so the behavior of BTB begs the question: how many relatives of the CEO (or the other Trustees) are employed by BTB with no disclosure to unitholders?

 

(keep in mind the CEO owns 1.5% of BTB, the rest is held by the public... the other trustees own mice nuts)....

 

what I will never forget were the eyes of the judge as I tried to explain to him that this was a serious problem, he actually was accusing ME of being dishonorable for bringing the guy's daughter in the picture, as if he had never heard of the gazillion scandals over the years on that precise issue (or the fact relevant disclosures are MANDATORY in the US)

 

 

 

2- the CEO is no longer there, but from 2016 to a few weeks ago, he was respectively Chairman and Vice-Chairman of the OACIQ in Quebec. The OACIQ is the organization that regulates real estate brokers and brokerages. The conflict is that all the independent appraisors of BTB's buildings in Quebec know that when they are "independently" appraising the value of one of BTB's Quebec buildings, they are doing that appraisal for someone who can severely punish the brokerage side of their appraisal business (and I think we all agree that JLL, CBRE and those guys, often have appraisal businesses)... because of his senior role at the OACIQ...

 

so in effect a BTB unitholder has to somehow believe that there is NO conflict of interest influencing these independent appraisals and for that judge, this is not a conflict of interest, it's a POSSIBLE conflict of interest....

 

 

 

 

Anyway... I can go on and on, but if the above are only POSSIBLE conflicts of interest, I don't know what to say... I am just wondering if I have been crazy all of my life, have I been living in a parallel universe, or does this ruling destroy faith in Quebec companies?

 

 

I mean if the onus is on the shareholder or unitholder to show there is a problem, and none of the above is concerning to the Courts or a Conflict of Interest (of the real kind and not of the POSSIBLE Kind) then how can one EVER claim a Quebec company's trustees or directors have concerning conflicts of interest?

 

 

Is this not a golden ticket for the CEO of a public Co. (sanctioned by the Quebec Superior Court) to just hire as many of your relatives as you want, and pay them whatever you want, with no oversight whatsoever from the Board, the Courts or anyone?

 

 

Look, to be clear, as a Quebecer, I myself NEVER invested in Quebec companies and this is further evidence that I should NEVER invest in Quebec companies, but still, the insanity of the decision, its naked message to all foreigners (and Quebecers) to stay away from our companies is very depressing.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

[LC]

I enjoy reading the ongoing saga between you and this company, which I mostly agree with your perspective. 

 

I wonder, what do the majority shareholders think in this situation? 

[billybobjovialdechicoutimi]

there is no majority shareholder

 

that's why i suspect the incumbent board has managed to milk mom and pops unitholders for so long...

 

the largest owner is the CEO with 1.5%, after that its just small change, a few insignificant index holders and quant dudes like dimensional, who couldn't care less how poorly or amazingly the REIT is run

 

it's really sad to be honest and exhibit A of capitalism gone haywire...

 

its too small to matter to insitutional owners, so it can zombie its way through the most insane corp gov with no accountability...

 

and when a poor brown dude (your truly) starts asking questions.... well, why dont we sue him? History shows the best way to silence critics is to sue them, as if 10 new ones won't pop up (none of those will be as brown or sexy as me, by the way, but surely they can ask tough(er) questions)....

 

 

anyway, i guess you may have watched my videos... I had a blast making them, now they want me to pull them down... they won't even tell me which ones, were they all that bad?

 

thanks for the support

 

[SharperDingaan]

The judge is just being pragmatic; two examples;

 

1) Company XYZ installs a highly regulated (risk mitigation) state-of-the-art small modular nuclear reactor near a major oil reserve. The power generated sold to the local industry at full cost + a small regulated return to its investors (primarily pension funds), electricity use favoured over gas so as to reduce CO2 emissions, high level risk disclosure, everything kumbaya. Thing is ... were the risk of a Chernobyl/Fukushima incident not self insured by the provincial/federal governments, the insurance cost would be so high that the electricity would be uneconomic, we would all use cheaper (more polluting) coal/gas, and all would be significantly worse off. The potential conflict of interest (publicly funded radioactive clean-up), implied as very low risk, effectively no harm no foul ...   

 

2) It's election time; the wise lad bribes (political donations) both sides equally - post election 'rewards', no matter who wins. Potential conflict of interest were it subsequently publicly reported that you received favours for monies given; the 'out' is public demonstration that you cheerfully gave the same to both sides, effectively no harm no foul, no actual conflict of interest. Assuming both sides allow your continued breathing 

 

One example from the light side, one from the dark, no real difference.

Everyday practice, all over the world.

 

SD

 

[billybobjovialdechicoutimi]

On 9/26/2025 at 2:35 PM, SharperDingaan said:

The judge is just being pragmatic; two examples;

 

1) Company XYZ installs a highly regulated (risk mitigation) state-of-the-art small modular nuclear reactor near a major oil reserve. The power generated sold to the local industry at full cost + a small regulated return to its investors (primarily pension funds), electricity use favoured over gas so as to reduce CO2 emissions, high level risk disclosure, everything kumbaya. Thing is ... were the risk of a Chernobyl/Fukushima incident not self insured by the provincial/federal governments, the insurance cost would be so high that the electricity would be uneconomic, we would all use cheaper (more polluting) coal/gas, and all would be significantly worse off. The potential conflict of interest (publicly funded radioactive clean-up), implied as very low risk, effectively no harm no foul ...   

 

2) It's election time; the wise lad bribes (political donations) both sides equally - post election 'rewards', no matter who wins. Potential conflict of interest were it subsequently publicly reported that you received favours for monies given; the 'out' is public demonstration that you cheerfully gave the same to both sides, effectively no harm no foul, no actual conflict of interest. Assuming both sides allow your continued breathing 

 

One example from the light side, one from the dark, no real difference.

Everyday practice, all over the world.

 

SD

 

I am not sure I fully follow your examples... sorry, they are quite complex for my small brain, but I think what you are saying is that a "possible" conflict of interest implies that there could be an innocent explanation, or an innocent development, or an innocent reverse development...

 

Is that what you mean?

 

If so, then I guess I disagree with the judge's assessment that what I highlighted were "possible" conflicts of interest, as in there are no innocent explanations or countermeasures that could make the conflict actually shift to the other side. At best, they are just APPARENT conflicts of interest that hover like a black cloud, never to be fully repudiated.

 

Examples of the conflicts of interest I highlighted that the judge deems NOT to be (actual or whatever the adjective is) conflicts of interest but POSSIBLE conflicts of interest:

 

1-

Employment of related-parties of the Board members / CEO

 

CEO owns 1.5% of a public co, but employs his daughter, sets her salary, and not only refuses to disclose the family relationship to public unitholders but actively hides whatever proof of it exists. How can this not be a real conflict of interest as opposed to a POSSIBLE conflict of interest? Is it not fair to say that there is severe risk of inappropriate fund flows, outside of the review of the Board (which refuses to even discuss the matter in any regulated documents or publicly). The judge actually scolded me for this "low blow"... Is it a crime to ask for disclosures of related-party employment at a publicly listed company where 98.5% is held by the public? In Quebec, apparently it is...

 

2-

Direct oversight role of "independent" appraisers of real estate valuation

 

BTB is a REIT. It claims to regularly get "independent" appraisals of its properties (most of which are in Quebec), but the CEO of BTB was for years up until very recently (by his own admission based on his own Linkedin page) the Chairman of the board of the OACIQ, the body that regulates real estate brokerages (many of which have appraisal arms). Is that not a conflict of interest, especially when one notes the belligerent attitude of that CEO? He dragged me at the Quebec Superior Court for 2.5 years because he didn't like ONE email I wrote in June 2023. What if an "independent" appraisor dares issue a valuation the CEO doesn't like? Why would he accept such a senior role at the OACIQ anyway? Is it not fair to say that he could direct some "surprise" investigation/audit of that offending brokerage? Why would you even put yourself in such a position?

 

3-

Hiring of brokerage completely tied to investment bankers that have received huge fees over the years based on the CEO's decisions

 

BTB hired as early as May 2025 the brokerage arm of National Bank ("SERVICES IMMOBILIERS FBN INC") to sell 3 of its buildings in Quebec (transactions therefore regulated by the OACIQ). That brokerage arm of National Bank has no website, no listing, nothing whatsoever and 5 of its 6 board members are prominent National Bank Investment bankers and National Bank has received over the past 20 years a huge chunk of more than $20mn in underwriting fees for 13 different unit issuances and 7 different debenture issuances. The CEO of BTB was there throughout the entire period.

 

Do we really believe there is no Conflict of Interest here?... and keep in mind, I get sued again at the Quebec Superior Court simply for highlighting the problematic optics of that entire situation... really, that's indicative of lamb innocence?

 

 

Now keep in mind, that this is all coming from folks who have no problem with one of their own (that famous CEO) having 5,184 versions of his cv based on the different versions of the truth given to regulators, journalists, etc. over the years. So if you don't mind changing your cv to suit the immediate purpose of the day, what else are you totally comfortable doing (besides suing a brown dude for writing an email you didn't like)?

 

 

 

 

 

 

[SharperDingaan]

On 9/26/2025 at 2:35 PM, SharperDingaan said:

The judge is just being pragmatic; two examples;

 

1) Company XYZ installs a highly regulated (risk mitigation) state-of-the-art small modular nuclear reactor near a major oil reserve. The power generated sold to the local industry at full cost + a small regulated return to its investors (primarily pension funds), electricity use favoured over gas so as to reduce CO2 emissions, high level risk disclosure, everything kumbaya. Thing is ... were the risk of a Chernobyl/Fukushima incident not self insured by the provincial/federal governments, the insurance cost would be so high that the electricity would be uneconomic, we would all use cheaper (more polluting) coal/gas, and all would be significantly worse off. The potential conflict of interest (publicly funded radioactive clean-up), implied as very low risk, effectively no harm no foul ...   

 

2) It's election time; the wise lad bribes (political donations) both sides equally - post election 'rewards', no matter who wins. Potential conflict of interest were it subsequently publicly reported that you received favours for monies given; the 'out' is public demonstration that you cheerfully gave the same to both sides, effectively no harm no foul, no actual conflict of interest. Assuming both sides allow your continued breathing 

 

One example from the light side, one from the dark, no real difference.

Everyday practice, all over the world.

 

SD

 

 

The basic gist of these examples is .....

(1) Conflicts of interest are routine; so long as the economic result is no net harm, there is no foul.  

(2) There is no conflict of interest as long as the conflict is disclosed; whether that be as a high-level 'mention', or as a granular disclosure.

(3) 'Potential' means what if the conflict were gas lighted? would 'mom' be OK with it? The examples demonstrate that disclosure can be made either before or after the gas lighting occurs.   

 

Lawyers/companies will of course 'game' net harm. The more cheap nuclear power I use the more I benefit, but if it results in a nuclear disaster ... as one of many taxpayers of XYZ country, I only pay a very small portion of the total cleanup cost. I get a clear net benefit, taxpayers a net loss ..... and the national net harm is zero.

 

Bullies/sociopaths will of course 'intimidate' via threats to gas light a conflict of interest; typically a cost vs benefit determination, resolved via asymptotic cost escalation. Friends advise there is no negotiation with sociopaths; broken bones, and sleeps with the fishes, are much more effective (and cheaper) than protracted law-fare.

 

The judge just recognises that 'madame justice' has limited influence, and that some situations are better resolved the old fashioned way. Enron as an example.

 

Arguably, Ken Lay (Enron CEO) intentionally broke all kinds of laws to inflate the share price, and pressured his people to 'bend' rules (sociopath behaviour), as he knew that he would be dead from cancer before he ever faced justice. Jeffrey Skilling (Enron CFO) eventually let a quarter's DD go, and went to jail as the fall guy. Had Lay gone for a swim, there may well have been a much more equitable outcome.

 

Substitute Trump for Lay; similar behaviour, and the man will be senile before he ever faces potential prosecutions on anything he does today. 

 

SD

 

  

Edited September 28, 2025 by SharperDingaan

[billybobjovialdechicoutimi]

3 hours ago, SharperDingaan said:

 

The basic gist of these examples is .....

(1) Conflicts of interest are routine; so long as the economic result is no net harm, there is no foul.  

(2) There is no conflict of interest as long as the conflict is disclosed; whether that be as a high-level 'mention', or as a granular disclosure.

(3) 'Potential' means what if the conflict were gas lighted? would 'mom' be OK with it? The examples demonstrate that disclosure can be made either before or after the gas lighting occurs.   

 

Lawyers/companies will of course 'game' net harm. The more cheap nuclear power I use the more I benefit, but if it results in a nuclear disaster ... as one of many taxpayers of XYZ country, I only pay a very small portion of the total cleanup cost. I get a clear net benefit, taxpayers a net loss ..... and the national net harm is zero.

 

Bullies/sociopaths will of course 'intimidate' via threats to gas light a conflict of interest; typically a cost vs benefit determination, resolved via asymptotic cost escalation. Friends advise there is no negotiation with sociopaths; broken bones, and sleeps with the fishes, are much more effective (and cheaper) than protracted law-fare.

 

The judge just recognises that 'madame justice' has limited influence, and that some situations are better resolved the old fashioned way. Enron as an example.

 

Arguably, Ken Lay (Enron CEO) intentionally broke all kinds of laws to inflate the share price, and pressured his people to 'bend' rules (sociopath behaviour), as he knew that he would be dead from cancer before he ever faced justice. Jeffrey Skilling (Enron CFO) eventually let a quarter's DD go, and went to jail as the fall guy. Had Lay gone for a swim, there may well have been a much more equitable outcome.

 

Substitute Trump for Lay; similar behaviour, and the man will be senile before he ever faces potential prosecutions on anything he does today. 

 

SD

 

  

ok but.. see in all of my examples...

 

There is a high likelihood of net economic harm and the folks who benefit from the conflict of interest obviously are trying to hide it and stonewall access to see what the economic harm is...

 

This likelihood is made worse by the fact that the folks IN the conflict of interest do their best to hide it and/or litigate against any folks denouncing it and/or stonewall access to the relevant data (if only to confirm that everyone is more kosher than the pope).

 

I argue that MOM would not be ok with any of this and worse the folks who benefit from the conflicts of interest would never be ok if the roles were reversed (if their money was being handled by someone who behaved like them)

 

anyway.... am sorry, even if you can convince me that the judge was within his rights to deny all the smoke around the burning house and claim that there is no burning house, until I take a picture or a video (not sure how he can figure that its not AI) of the actual burning wood INSIDE the house... then at least he was off by insulting me, all my suspicions, etc. and banning me from EVER denouncing anything anywhere within Quebec...

 

oh... and I forgot to add that these conflicted folks have one of the worst track records in Canadian business right now and are in the last decile of annual trustee/director election results: Everyone wants them gone, everyone has a problem with them... but the judge sees them as poor little ducklings attacked by an evil dude asking tough questions

 

 

Sorry for venting... but really, wanting to know how many relatives of the CEO are employed by him in a company where he only owns 1.5% of shares is a "low-blow"?

OMG... I didn't want to invest in Quebec before, but now... how can anyone invest here?