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Article IV: Cocaine, Ecstasy and Swingers: Social Ventures in Africa by Brian Ray Dinning, JD, LLM and social venture lawyer


Article 4:  Cocaine, Ecstasy and Swingers:  Social Ventures in Africa?

By:  Brian Ray Dinning, JD, LLM and Social Venture Lawyer

July 7, 2012

As you have read in the prior Articles in this Series, for years my goal, vision and passion was, and still is very much so, to help dozens of needy communities in Africa by helping them to create jobs, hope and a better future.  But, as you have also read, unpredictable and unfortunate situations, such as the fraud of Wextrust Capital, created obstacles and roadblocks, which necessitated a change in partners or strategy or the direction of the project to ultimately accomplish what I have hoped for and worked toward for many years.  Each new change of direction however added a year or more onto each project as it took time to locate new partners, rebuild relationships and hold community and governmental meetings in Africa to communicate the new strategy with our social venture partners.

What do you do when people who you thought you could rely on for professionalism, honesty and integrity demonstrate the complete opposite and instead get in the way of the goal of helping others or your dreams?  Think about it – do you just give up on that dream?  Does it just become a thing of the past?  Or, do you pick yourself up and know that you can overcome any challenge (big or small) by making some changes so you can ultimately fulfill that dream and vision?  What you are about to read is one of the many challenging obstacles that created a course for change in the goal of helping the people of Africa.

Since I no longer had a job after quitting Wextrust Captial, having witnessed Joe Shereshevsky reveal himself as a man only too eager to sexually harass women, commit all manner of fraud and indulge himself with prostitutes, I needed to find a new job.  Furthermore, I wasn’t the only person hurt by Wextrust Capital – many of us had lost time, effort, money and ownership in the three social venture projects.  While I had to find a job, we all wanted to continue to move forward with our vision, not willing to give up on the people and projects we’d invested so much in.  We all wanted to continue to move forward with our vision of helping the local people of Africa with social venture projects and we all immediately started over – not willing to give up on people in need and on social venture projects that we had all worked so diligently on.

I was hired by a company in Fairfax, Virginia in March 2005 at an annual salary of $250,000 plus bonuses.  All of my spare time went toward working on social ventures in Africa.  Earth Conservancy, a non-profit that I consulted with over the years, opened an office in Alexandria, Virginia and employed four full-time consultants and several web designers and grant writers.  I was asked to coordinate the office in my spare time and to oversee the launch of a fundraising and social venture campaign for Earth Conservancy and Sunpoints Southern Africa to help rebuild the social venture projects.  Based upon the hard work of these consultants, I was asked to draft a treatise and power point presentation for the United States Department of State on the subject of for-profit/non-profit ventures entitled “Beyond Micro Enterprise,” and was invited by the State Department to speak at the World Africa Growth Opportunity Act Conference in Dakar, Senegal and Washington, DC in 2005 and 2006.

After losing projects to Wextrust Capital, the social venture partners still had the opportunity to resurrect portions of the first three projects as Wextrust Capital’s main pursuit was diamond mining.  So, once again, we were in need of other financial partners.  Having two venture capital firms fail to provide the agreed upon help to the local communities and fail to live up to the promises and agreements made to Sunpoints and the social venture partners, the group discussed raising the needed funds through friends and family to avoid the problems and shortcomings of the Wall Street Investment Banking world.  Unfortunately, as you will see, the friends and family option can also be full of challenges and perils.

In 2005, I was discussing my social venture work with Dr. John O, a doctor and former client (“John”).  He was fascinated with the social venture work and wanted me to meet two of his friends, Richard L. and Louis D (“Rick” and “Lou”).  Both MBAs, Rick was a Business MBA and Lou was a Finance MBA – both very valuable skill sets for any business or social venture project and they operated a successful business.  They seemed like the perfect fit and they truly embraced the idea of helping the local communities in Africa. At that time, the social venture partners were seeking to resurrect several community projects including:  Honingklip II, a mining project adjacent to the one taken from us by Wextrust Capital, Sunpoints Farm, a farm project, and Lion’s Walk Lodge a planned tourism lodge.  These projects were controlled by Michael van der Merwe and his brother, Pieter van der Merwe, as the social venture partners. Other social venture projects including amazingly beautiful properties on the Wild Coast of South Africa, which were started by Bossie Bosman as the social venture partner.

After discussing the non-profit and for-profit model of social ventures, Rick, Lou and John said that we should form a company to develop these projects and raise the necessary funding, which they calculated was approximately $10 million. In helping to conduct due diligence, enter into contracts and scope out these potential the projects in 2005, the three men donated money to Earth Conservancy as charitable donations.  The donations were used to pay due diligence costs, development expenses, operating expenses for Earth Conservancy, consulting fees, business expenses, travel and entertainment expenses and personal expenses pursuant to written Consulting Agreements and Business Plans.[1]  All funds that were wired to South Africa in 2005 for the scoping of these potential projects were sent to two South African social venture partners: Michael van der Merwe and Bossie Bosman.

On the for-profit side, Rick, Lou, John and I agreed to form a company called Pure Africa Management so that the four of us could all keep track of our consulting time and expenses and be reimbursed for that time and expenses as money became available from investors or from the potential project cash flow.  This was all documented in the voluminous Private Placement Memorandum and other documentation of the newly-forming Pure Africa Sustainable Development Fund, managed by Pure Africa Management.  I was asked to work full-time on the documentation, business plans and power point presentations.  John said that he would set up meetings at his home or at the office of Rick and Lou and they would invite their friends and colleagues to explain the projects to them so that they could raise the $10 million of necessary funding.  Rick would handle business administration and community relations in the Hampton Roads area and Lou would be the Chief Financial Officer and manage the funds and books of the business including the preparation of financial statements.

Before taking any outside investment, all four of us agreed that a due diligence trip to verify the existence of the projects, review the documentation, meet the South African social venture partners, meet the professional team including Sotheby’s International Realty and Smith Tabata Law Firm was necessary and prudent.  In January, 2006, we traveled to South Africa to view all projects and determine which projects to focus on.  In taking this trip, I was again asked to work full-time as a consultant for Pure Africa Management and the Pure Africa Sustainable Development Fund, LLC starting in February, 2006 by Rick, Lou and John.  In accepting this position, a Consulting Agreement documenting my consulting compensation was agreed to and signed.  Like everyone, I had bills to pay and personal obligations like child support, housing, food, car payments and more plus I would be leaving a lucrative job to focus on more risky social ventures start-up projects as a consultant.

The three men assured me that they would raise the necessary funds to pay my consulting fees of $250,000 plus all expenses for me to work full-time.  My employer did not want me working on African projects and instead wanted all my time and effort devoted to their company.  When I went on the due diligence trip in January, 2006 and committed to full-time work with these three men at Pure Africa Sustainable Development Fund, LLC, I would be leaving a good job.  However, I was excited by the new consulting work and the help from Rick, Lou and John on the social ventures and with this newly forming endeavor, we headed out for South Africa.

The trip was truly amazing at first and we visited the tourism site at Lion’s Walk Lodge, where  Sunpoints Southern Africa had secured a contract to purchase this farm in 2004 and a financial partner was needed to help build a tourism lodge there.  We also visited a possible diamond mine claim at the Farm Rugalatte named Honingklip II[2] and the Sunpoints Farms, large operating farms in the Free State of South Africa.[3]  We then flew to the Wild Coast of South Africa to view the project at Hole in the Wall and other sites.[4]  Hole in the Wall is a National Heritage Site for South Africa and it is truly beautiful.[5]  The trip was going very well and Rick, Lou and John seemed to be excellent business and financial partners to grow these social ventures for the people of Africa and provide the necessary funding.

But, as always, circumstances change and the entire project would have to be radically altered by what I and two other trip participants refer to as “The Trip from Hell.”  Once we were at the Wild Coast, we set up camp in Jeffreys Bay, a world-renowned surfing town located a few hours from the Wild Coast.  The first night, we ate at a local Mexican restaurant, as it was the only restaurant that was open.  When we were getting ready to leave after dinner, I noticed that John was gone.  I asked Rick and Lou “What happened to John?”  They replied, “he went with a guy he met at the bar to get some party supplies.”  “What party supplies? – Africa is a dangerous place at night and he left with a total stranger,” I said.  I was genuinely worried and concerned for John’s safety.

Later that night, I went to the room of Rick, Lou and John to check if John had returned.  On the glass dining room table, I witnessed several bags of white powder and lots of pills.  I asked “what is this?”  John said he “bought eight grams of cocaine and 100 ecstasy pills to make the trip more fun.”  Shocked by this, I said to John and the other guys: “this is so wrong – first, because you bought drugs, second, because this is Africa and you could go to prison and third, we are on a business trip to help represent our social venture partners and this is not the way to help others in need.”  Laughing off my comments, John asked after he snorted a long line of white powder, “do you guys want to do some coke with us?”  Disgusted and dismayed by John, three of us declined and went back to our own rooms leaving John, Rick, Lou and one of our companions in their room with their newly-acquired drug cache.

Back at my room, we all discussed what we had just seen.  I worried most of the night and the rest of the trip.  I did not even want to be in he same vehicle or lodging with these guys.  Thoughts of Rick, Lou and John going to jail in South Africa for illegal drug possession, harming the other members on our business trip, going to the hospital for a drug overdose and other concerns about their conduct plagued me for the rest of the trip.  I was awoken later that same night by sounds outside my third floor balcony so I jumped out of bed and ran to the balcony door.  There was Rick and Lou trying to break into my room by climbing from balcony to balcony some twenty feet or more above the ground. I said, “what in the world are you guys doing?”  In an excited and intoxicated state, they said, “we want the car keys to go get some food and drinks.”  “At two o’clock in the morning?”  I asked.  I told them to “go back to bed because we have a schedule to keep tomorrow morning” and with that the men laughed, took the car keys and left.

The next morning we were late for our scheduled activities so three of us went to check on John and the others.  John and a travel companion came out to open the door and we went into the kitchen and sat down – trying to get everyone up and moving.  Scantily clad and with white powder and crusty snot outlining their noses, the travel companion told us that “we stayed up most of the night partying” as this person drank directly out of a two liter bottle of coca cola and burped loudly.  John just seemed groggy and out-of-it.  Needless to say, the three of them and a companion proceeded to party for a week straight, while being late to most of the scheduled meetings.  They stayed up all night and slept most of the day.  Their partying and behavior was so obvious and embarrassing that Bossie Bosman and our local partners asked me to never bring them to the local community projects again. The embarrassment was only heightened when one of the men, apparently too intoxicated to get up, simply went to the bathroom in his bed, which cost us $500 in damages from the lodge owner.  I also received bar bills for thousands of dollars of drinks from the places we stayed from their late night drinking and partying binges that they simply did not pay.

Do these seem like the type of people you would want working with you to you help you accomplish your goals and vision?

Because the local people are working with us on a trust relationship, I was told that we cannot have Rick, Lou and John representing the social venture partners in front of the local chiefs, the tribal council, the community and the government.  I was shocked and embarrassed and I did not know what to do at that point.  What would you do if you were working with a poor community in Africa who is counting on you and the social venture partners to help them with their most valuable assets and you find out that some of the people on your team were using drugs and acting inappropriately?

Furthermore, unbeknownst to me, John and his wife were swingers and near the end of the trip, he said, “I think my wife would like you and your wife, so would you be interested in swapping wives when we get home?”  Stunned by this question, I said to him that my wife and I loved each other and we were not interested in that lifestyle.  However, I was stunned and amazed at this turn of events:  I just left my job to start a new company with these three men and now I am in the middle of a complete mess.  This is one aspect of social ventures that I did not expect to encounter:  cocaine, ecstasy and swingers.

Upon our return to the United States, I had to begin making plans to slowly distance myself from my new partners and yet at the same time, we were already setting up a new fund, The Pure Africa Sustainable Development Fund that would be operated by Pure Africa Management with project ownership to be held by Pure Africa Holdings.  John had already invited friends and colleagues to meet for presentations on the Fund on several occasions in late 2005 and early 2006.  One of the first investors into the Fund was a long time friend of John and also a friend of Rick and Lou.  His name was Dr. Allan Stiner of Norfolk, Virginia.  After one of these informal gatherings organized by John, Dr. Stiner told the Fund that he wanted to invest in the social ventures because he had just inherited millions of dollars from his father and had money to invest.  At Dr. Stiner’s request, a Private Placement Memorandum documenting the potential projects and the risks inherent in investing in projects in Africa, a Subscription Agreement and other legal documents were provided to Dr. Stiner for he and his legal counsel to review.

Pure Africa Management agreed to allow Dr. Stiner to invest his $250,000 into the Fund in February, 2006.  In February, 2006, in a meeting with Dr. Stiner at his home, he reviewed the legal documents one final time and signed the Subscription Agreement.  However, in making his investment, he had one other request:  he would only invest his money if Rick, Lou and John had no access to it as he was aware of the bad behavior of the group in South Africa the month before.  Dr. Stiner read the substantial Private Placement Memorandum of the Fund and he signed his Subscription Agreement (both legal documents which detail the risks of the project along with background information).  Dr. Stiner then gave me a check written out to me personally as the Fund had not yet set up its bank accounts.  The $250,000 was deposited into the Sunpoints Southern Africa bank account as the Fund had acquired all of the Sunpoints Southern Africa projects in South Africa including its bank account. With these funds, my outstanding invoices were paid for the time and effort I had put into the social venture projects and necessary project and business expenses were paid.

Based upon the strange events of The Trip from Hell in January, 2006 and my recent departure from my paying job, I was paid as a consultant pursuant to a written Consulting Agreement with the Fund through its bank account in Sunpoints Southern Africa for a large portion of my 2006 pay because I was feeling very uncertain about my future with Rick, Lou and John.  Furthermore, since I was the only person working full-time, the Fund managers knew that I was relying on my consulting pay to relocate from Washington, DC to the Virginia Beach area.  With my consulting pay and funds loaned to me by my family, I was able to purchase a home in Suffolk, Virginia.  With my two children and the hopes of having additional children and/or adopting children, my wife and I bought a five-bedroom home in a nice neighborhood where my children had many friends and an area that was very safe and close to my children’s school. [6]

By mid-2006, the Fund had five investors who invested a total of $545,000, one of whom was John and the others were his friends and colleagues, whom he invited and recruited into the Fund.  Lou prepared financial statements and balance sheets and Rick prepared status reports for the Fund investors.  I provided needed help from the business plan writing and coordinating with South Africa and US legal counsel.  However, the Fund was dysfunctional because of the prior serious actions by John and others and the inherent mistrust caused by their potentially criminal actions.  Furthermore, the drug use, partying and lack of professionalism had ruined their reputation with the social venture partners.  I was forced to adapt and change the projects already underway and restructure midway or have all of us lose everything to financial partners once again.  At my request, we all agreed that the Fund would stop raising money for the foreseeable future, in my mind, to protect other financial partners against any further potential loss or negative actions.

Once again, I had just left a high-paying job to work full-time on social venture projects as a consultant for Pure Africa Management and the Fund and now, I was faced with an uncertain future:  a new home and social venture projects that did not have a reliable funding source or a reliable management team.

While the events of this story seem outlandish or unbelievable, there were seven witnesses to the cocaine, ecstasy and swinger Trip from Hell (including John, Rick and Lou).  One witness stated, “it was the worst trip I have ever taken in my life.”  Another witness said that, “I was initially excited to see three professional men like Rick, Lou and John getting involved to help the needy in Africa but I was deeply saddened and disturbed when I saw this unethical behavior by three professional men who were husbands and who had families acting in such a reckless manner by taking drugs and partying in an out-of-control way.  While on the trip, I was scared to be anywhere near them because they were carrying such a large amount of drugs and acting so childishly and unprofessional.  Later, I was hurt that these men not only let down the poor people in Africa and potentially ruined the vision of the company because they misrepresented the company, the projects and they gave the people of Africa a negative impression of Americans.  In meeting with government officials, Sotheby’s, the local chiefs and the community, it was embarrassing to have them in meetings because they looked hung over and unprofessional.”

If you do not believe me, then perhaps legal counsel will ask them on the witness stand under penalty of perjury to tell the truth.  If they do not do so, then there are four witnesses who can testify to their actions.  Once again, the social venture projects needed a funding partner and a management team and, unfortunately, the next partners were equally as challenging in their behavior and more devastating to the projects than anyone else.

Again I will ask, what would you do in a situation like this? Give up your dream? Give up the opportunity to help thousands of people have a better life?  Or, do you pick yourself up and know that you can overcome any challenge (big or small) by restructuring and making some changes so you can ultimately fulfill that dream and vision and protect others from the negative actions of a few.

The next article in the series is:  Murder-for-Hire, Aggressive Bad Press Campaign and Other Distasteful Actions:  Social Ventures in Africa?


[1] See Letter from William Brown, Ph.D to Asst. United States Attorney, Stephen Haynie acknowledging my consulting agreement at Earth Conservancy and payment of consulting fees, and personal and business expenses.

[2] See  http://www.youtube.com/watch?v=KDRhTrs7PyM&feature=channel&list=UL  Social venture partners, Michael van der Merwe and his brother Pieter van der Merwe, take us on a tour of the Honingklip I Diamond Mine and show us the adjacent site of The Farm Rugalatte named Honingklip II.  Funds were sent to Michael van der Merwe in 2005 to secure the mining claim and necessary bonding so that due diligence could be done on the potential mining project.

[3] See Video at http://www.youtube.com/watch?v=jxE7zjXsgTo&feature=channel&list=UL  Social venture partners Pieter van der Merwe along with the farm manager take us on a tour of the Sunpoints Farms in the Free State Province of South Africa.  As working farms, the goal of this social venture projects was to educate the local people in modern farming methods and to operate profitable farms.  Funds were sent to Michael van der Merwe in 2005 and 2006 to sign contracts to become a social venture partner in this existing farming operation.

[4] See Video at http://www.youtube.com/watch?v=OysOjCVKXB0&feature=channel&list=UL After the local leaders and our Xhosa community social venture partners greeted us with traditional dancing, Rick, Lou, John and I were escorted around The Cliffs at Coffee Bay golf course by social venture partner, Bossie Bosman.  The golf course is owned by the local community and they leased it to Earth Conservancy and Pure Africa so that the golf course could be renovated.  World renowned golf architects and other golf experts were flown in to prepare a plan to renovate the golf course in 2006 and 2007.  Ault Clark and other golf experts commented that The Cliffs at Coffee Bay was similar to Pebble Beach with cliffs and sweeping ocean views.

[5] See Video at http://www.youtube.com/watch?v=M-9E-8qtpW0&feature=channel&list=UL  Social venture partner, Bossie Bosman takes us on a tour of the Hole in the Wall project.  Hole in the Wall is a National Heritage Site for South Africa and it holds significant cultural value for the Xhosa community.  As one of the premier natural tourist sites in South Africa, Hole in the Wall is regarded by Sotheby’s and other professionals as a major tourism lodging site.  Funds were sent to Bossie Bosman in 2005 and continuing to allow for Earth Conservancy and Pure Africa to become social venture partners at the Hole in the Wall project.  With 50 oceanfront lodge sites and a hotel site, the plans at Hole in the Wall would allow for up to $6M of lodge lease income and continuing revenues from the hotel site.  The project is structured with 45% ownership by the local Xhosa community.

[6] When Rick, Lou and John first set up investor presentations in 2005 and early 2006, I was working full-time for Trident Systems, Inc. for $250,000 plus bonuses and I was also working as a consultant for several social venture companies.  In February, 2006, I was hired as a consultant by the Pure Africa Sustainable Development Fund and I was also a consultant for Earth Conservancy and other projects.  My combined consulting contracts were designed to provide me with $350,000 or more of income as and when funding was available.

Article 4 FN 1 Letter from William Brown to Mr. Haynie

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Article III: Wextrust Capital and Social Ventures: The Good, the Bad and the Ugly by Brian Ray Dinning, Social Venture Lawyer

Article 3:  Social Ventures:  Wextrust Capital – The Good, the Bad and the Ugly

By:  Brian Ray Dinning, JD, LLM and Social Venture Lawyer

July 1, 2012

 

My aunt and uncle were Christian missionaries in Africa and my family performed missions work in South Africa for over 35 years.  Brought up in a dynamic faith-based household, I was always taught that we must care for orphans, widows and the poor – and that everyone is born with a purpose in life.  As unlikely as it might sound, by the age of 10, I knew I wanted to be a lawyer, and I also knew that one of my purposes in life was to help people in Africa. It wasn’t until much later in life that I understood how I might combine those two ambitions.

 

I’ve been a practicing lawyer for 22 years and, up until recently, I’ve had a spotless record, full of accomplishments and commendations that have brought me and my family a great deal of pride.  I have had the privilege of traveling to Africa over 60 times, and in 1992 through 1994, I helped my professor write a legal textbook on how nonprofit organizations can do for-profit social ventures, which is the foundation of the modern day social venture or social entrepreneurship project.  This work resulted in the legal treatise entitled, “Michael I. Sanders, Partnerships and Joint Ventures Involving Tax Exempt Organizations” (Wiley & Sons 1994).

 

I started doing work for clients in Africa in 1994 and have been working on social venture projects in Africa ever since then.  These were missions-type projects where we would help build a church or community center, help with clean water, renewable energy, organic food and more.  In this work, I realized that the local people of Africa had dreams to become something more, to be connected to the world that existed beyond the boundaries they were confronted by – to also ensure that their children had a future.

 

So, I believe that I was blessed with the talents, ability and vision to look for innovative ways to help the local people in Africa to create jobs, income and a future.  This was – plainly stated – to look at their natural resources (land, water, wildlife, mineral rights etc.) and help them locate the tools (people, money and education) to help them maximize those resources – by building a tourism lodge, starting a micro business or starting a minerals project.  This way, the local people could achieve sustainability – meaning they could feed their families, afford to send their children to school and have clean water.  More importantly, they could provide a future for their children.

 

In 2003 and 2004, Dr. William Brown, a Fulbright Scholar and Ph.D Professor, brought an innovative film crew to work with Earth Conservancy to produce two award winning HIV/AIDS education films with local actors in the local African language for audiences in Kenya and Tanzania. This was done in conjunction with the United States Department of Defense. The films focused on the true-life stories of soccer stars who helped promote the message of education, testing and awareness of HIV/AIDS.  Traveling by jeep, from village to village throughout Kenya and Tanzania, these award-winning films were touchingly, often projected on bedsheets that had been sewn together by those eager to help.  The films won awards at the Houston WorldFest flim festival and, more importantly, the films achieved the goal of education young people about HIV/AIDS.

 

The local people we were trying to reach in Africa were intelligent and kind, but also very isolated from the more sophisticated abstractions we’re accustomed to. At one point when the film was being shown to a Maasai community in Tanzania, there was a scene where a lion appeared on screen. The lion is the mortal enemy of the Maasai people who traditionally raise cattle. The crowd screamed in terror and one Maasai warrior jumped up and threw his spear through the screen in order to save his people from the lion, simultaneously comic and courageous.  Earth Conservancy stills works in Tanzania and I am working on the establishment of proposed social ventures with Dr. Steven Kiruswa, Ph.D – a Maasai warrior himself.

 

In 2002, my law firm was sponsoring The Shakespeare Theatre season of productions in Washington, DC.  I was asked to represent the firm at a gala banquet for the Shakespeare Theatre in Washington, DC.  There I dined with Justice Ruth Bader Ginsberg, Justice Rehnquist and the newly-appointed Head of Africa at USAID, Constance Newman, now Assistant Secretary of State for African Affairs.  Ms. Newman was fascinated by the social venture model of partnering for-profit and non-profit companies together to promote community-based projects in Africa.  Ms. Newman asked that I meet with her staff at USAID and provide power point presentations and keep her updated with any progress.  This was exciting, important people were interested in our work in Africa and I felt like I was making progress.

 

In 2003 and 2004, I was practicing law and working as a consultant for social ventures in Africa.  Working in this capacity, helping the local people of Africa in stewarding their natural resources and talents for job creation is immensely fulfilling, indeed, a life-altering vocation.  My job as a consultant for social ventures in Africa was similar to the work I did at law firms but I would be helping destitute people in Africa by helping to locate community projects, drafting business plans, helping find social venture partners, and assembling management teams to help implement projects.  It was a big undertaking, but I was happy to take it on, and even now, I’m still happy I took it on.

 

Over the years, with Earth Conservancy, I met and worked with a hard-working group of people in South Africa who had three projects:  a mining project, a farming project and a beautiful nature reserve.  All three projects were structured as social ventures to provide jobs and a minimum of 10% of the income to the local community according to the business plans.  All three social venture projects had great potential.  The projects were organized under the social venture name of Sunpoints Southern Africa. The challenge was to find a financial partner who had similar values and charitable inclinations toward the local community who would be interested in funding these social venture projects. However, this was in the early stages of the social venture movement so venture capitalists and bankers did not necessarily have the best interests, or even any of the interests of Africans in mind – they would be looking purely at the profit-making potential of these social ventures.

 

In 2003, these three projects were presented to a venture capital firm based in New York and Colorado. After a short power point presentation, the venture capital firm agreed to fund the three projects for a total of $3.5 million.  With this funding commitment and an excellent team of people working on the three social venture projects, the projects were started in January, 2004.  Starting the projects meant that the South African social venture team had to sign contracts to purchase and develop the projects based upon the funding commitment, conduct due diligence, expend funds to acquire rights such as bonding of the mining project or a downpayment on the game reserve real estate, create business plans and start the operations and management of the projects.  This was an exciting time as these projects were designed to create hundreds of jobs and 10% of the potential profits of these three projects were designated for the local people.

 

Because circumstances generally change, by March, 2004, the venture capital firm told Sunpoints Southern Africa and the social venture project partners that they were delayed in their funding commitment, which was potentially disasterous because funds had already been committed and contracts signed.  Sunpoints then began to search for a replacement financial partner and in April, 2004, Sunpoints and the social venture partners were introduced by a lawyer to Joe Shereshevsky, COO of Wextrust Capital.

 

Wextrust Capital was, at that time, a company that claimed to have approximately $1 billion of real estate and assets and it purportedly owned and/or managed large office buildings around the United States.  After discussing the funding predicament, Joe Shereshevsky stated that Wextrust was interested in becoming the funding partner for the social venture projects after a due diligence trip to see the projects firsthand.  After visiting the projects and meeting the South African social venture partners, Wextrust Capital committed to providing bridging capital to fulfill the failed funding commitment from the first venture capital firm.  At that time, on or about June, 2004, I was asked to work in the office of Wextrust Capital to help oversee these three initial social venture projects as the liaison between Wextrust Capital and the social venture partners in Africa.  The social venture partners and I were happy because the projects were saved and could now proceed with a new funding partner.

 

Unfortunately, our celebration was short-lived.  By the end of 2004, I had witnessed enough of Wextrust Capital to know that they were not the appropriate financial partner for the social ventures and I had to separate myself completely from them.  When I told the Board of Directors of Wextrust Capital that I was not going to work with them anymore, Joe Shereshevsky was furious and he began to bad-mouth me to my business contacts and the social venture partners in Africa.  I asked Joe Shereshevsky if Wextrust Capital was going to honor their commitment to the local community and Joe Shereshevsky stated, “No, we are the major shareholder and we do not agree with giving 10% to the local community.”  Devastated, I said, “the 10% to the local communities is in all of the written business plans, financial projections and was discussed in all of our meetings.”  I was told, “Wextrust has millions of dollars in the bank and you can try and sue us but you will lose.”   Because of the significant financial, tax, legal and social transgressions I witnessed by Wextrust Capital, I told all of the South African social venture partners that it was better to give up everything including all ownership rights and projects to Wextrust Capital because you do not want to be in business with them now or in the future.

 

In March, 2005, after resigning from Wextrust Capital at the end of 2004, I was asked to fly to Chicago to meet with the Board of Directors.  At that meeting, they offered me a seat on the Board of Directors, up to 10% ownership in Wextrust Capital and increased compensation and benefits.  I immediately refused. I sent my feelings on this debacle to Joe Shereshevsky via email. [1]   Although I very much wanted to share my reasoning with the world, I was obligated not to disclose this information, even though it hurt me dearly not do so, through attorney-client confidentiality rules.

 

After the Wextrust Capital scandal erupted, I asked the Virginia State Bar if I could disclose the information so that the investors could possibly recoup some of their investment.  I was told that I could only disclose the information if requested pursuant to a court order.  I would have gladly given the information to the government but I was never asked to testify or provide any information or documents.  Most of the social venture partners in South Africa including myself and many other innocent parties lost everything in those three projects including our time, money and ownership.  The local community was also robbed of their benefits of the three projects.

.

It was an immensely difficult and often acrimonious time, and after being ridiculed by Joe Shereshevsky, losing three social ventures that were near to my heart, and in which I had staked  my time, reputation, effort and money, my parting words to Joe Shereshevsky were: “I expect to see you in five years on trial for $100M of fraud.”  Joe Shereshevsky laughed at me and insulted my capacity as a lawyer.  He also likened the South African social venture partners to “stupid monkeys” and the local community as “useless and deserving of their station in life.” It could hardly have been an uglier situation.  Later, I would learn that thousands of other people would lose up to $255 million to the fraud and malicious actions of Joe Shereshevsky and Wextrust Capital.

 

It is well documented that the substantial fraud of Wextrust Capital occurred from mid-2005 to 2010 or so – thankfully after my departure.  In reflecting on that time, I wish that someone would have asked me about those times as my testimony along with the good social venture partners in South Africa may have been able to help in the Wextrust Capital investigation.  Furthermore, I may have been able to shed some light on where or with whom some of the assets were held as a group of us hired a private investigator to follow up on the fraud committed by Wextrust Capital against us in April, 2008.  However, I was never asked to provide any information and I could not offer the information under the guidance of The Virginia State Bar and attorney client confidentiality rules.

 

In order for social ventures to work properly, the financial partners must have some social motivation for helping the local communities wherein they work.  Furthermore, social venture policies, procedures and goals for helping the local people should be agreed upon and documented by all social venture parties.  Social responsibility is not only good business but it is an absolute must if we are to help the 400 million poverty-stricken people of Africa who live on less than $1.25 per day.

 

In my experience, the social venture partners and the local community are the “good,” Wextrust Capital and Joe Shereshevsky were the “bad” and the terrible acts of fraud, deceit and thievery done to the general public by Wextrust Capital are the “ugly.”  I wish I could say that this was the only bad experience I had with financial partners for social ventures in Africa but that is, unfortunately, not the end of the story.

 

Article 4 is entitled, “Cocaine, Ecstasy and Swingers, Oh My:  Social Ventures in Africa.”

As a footnote, the name “Pure Africa” was created by the first venture capital firm and me.  It was taken by Joe Shereshevsky and used without our permission.  The “Pure Africa” entities that were established by me and others in 2006 and beyond have no affiliation or relation in any way to Joe Shereshe


[1] See email dated March 27, 2005 from me to Joe Shereshevsky, COO, Wextrust Capital detailed my basic reasons for separating myself from them, which is attached hereto at the link below.

Article 3 Wextrust Departure Reasons

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Africa must create more jobs to sustain exceptional growth in 2012-2013 and beyond by Ray Dinning, JD, LLM (tax)

See Article By PATRICK MCGROARTY from Wall Street Journal Online

DAR ES SALAAM, Tanzania—Countries in Africa will need to create jobs more rapidly to sustain strong economic growth, as the number of young people in the region rises, a report by leading international organizations said Monday.

The number of Africans between the ages of 15 and 24 will double by 2045, according to the African Economic Outlook released by the African Development Bank, the OECD Development Centre, the United Nations Economic Commission for Africa and the U.N. Development Programme. At the moment, even leading African economies are showing few signs that they are prepared to absorb those youths into the workforce, the report said.

According to the International Labor Organization, the unemployment rate in many African countries tops 20%. In South Africa, the continent’s biggest economy, the rate is 25.2%. And it is worse among young people—60% of the unemployed workforce across Africa is under the age of 24.

AFEMPLOY

“The continent is experiencing jobless growth,” African Development Bank chief economist Mthuli Ncube said in a release accompanying the report. “That is an unacceptable reality on a continent with such an impressive pool of youth, talent and creativity.”

The report forecast that Africa’s economy will grow 4.5% this year and 4.8% in 2013. But much of that growth will be in commodity-rich countries that have seen booming business for their crude oil, like Nigeria and Equatorial Guinea, or coal and natural gas deposits, like Mozambique. The results have yet to trickle down toward broad material improvement for increasingly young populations, which is threatening social cohesion and political stability in countries that aren’t tackling their unemployment challenges, the report said.

To correct the situation, the report recommended that countries encourage rapid private-sector growth, particularly in the informal economy and agricultural jobs that still dominate many isolated African countries.

Improving education is also crucial, the report said, as is expanding countries’ manufacturing and service sectors to wean them off unsustainable proceeds from commodity exports.

“Export diversification beyond raw-material and private-sector development are important to mitigate the continent’s susceptibility to external shocks, but that takes time,” said UNECA’s director of economic development, Emmanuel Nnadozie.

There are signs that Africa is already moving toward diversification, with telecommunications, trade and service sectors growing strongly off an extremely small base, the report said.

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WSJ and IMF Reports 5.5% Growth in Sub-Saharan Africa for 2012 by Ray Dinning, JD, LLM

 

See Wall Street Journal Online for May 13, 2012:

ADDIS ABABA, Ethiopia —Countries in sub-Saharan Africa are expected to register economic growth of at least 5.5% in 2012, compared with 5% last year, driven by new resource exploitation and recovery from drought, the International Monetary Fund said Monday.

In a report, the IMF said that the region’s continued strong performance has been propelled by favorable international commodity prices and increased export diversification toward emerging Asian markets, but it warned that “clear downside risks” remain due to continued global uncertainties.

“Natural resource exports contribute importantly to…budgetary revenues in a large number of sub-Saharan African economies, and demand for these products remains reasonably robust, most notably for oil,” the lender stated. The 44-nation region includes seven oil exporters, defined as countries where net oil exports make up 30% or more of total exports.

But the rate of growth in South Africa and Nigeria, the region’s two largest economies, is expected to slow. In South Africa, growth is set to be held back to less than 3% due to weaker exports to developed markets. In Nigeria, Africa’s largest oil producer, growth is expected to remain largely static at around 7% despite fiscal consolidation.

The IMF also said that growth in middle income economies is expected to remain static or lower than 2011, as these nations tend to track more closely the global economic slowdown. Eleven of the nations included in the survey are defined as middle income, including Botswana, Namibia, Ghana, Senegal, and Zambia.

Countries in East Africa and the Horn of Africa are recovering from the worst drought in 60 years which hit the region late 2010 and early 2011, hurting their agriculture and threatening millions of livelihoods, according to aid agencies. Drought also hit in the Sahel region in West Africa.

Ivory Coast, West Africa’s second-largest economy after Nigeria, was also hit by post-election civil conflict leading to a 5% reduction in its gross domestic product last year, IMF said.

Countries that rely significantly on exports of non-renewable natural resources have grown faster than economies less well-endowed with resources, but have also experienced significantly higher volatility in exports, revenue, and GDP growth, the IMF said.

Countries in sub-Saharan Africa export metals such as copper, cobalt, tin, gold, diamonds and aluminium, as well as crude oil and agricultural commodities like coffee, cotton, tea and cereals.

 

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Vic Wilkens and his vision for Sustainable Tourism in Africa

Vic Wilkens is a hard-working visionary with a passion for wildlife protection and safari game viewing in Africa. He also has a heart for social entrepreneurship and sustainable community development.  With over 43 years of experience in the most successful safari tourism areas in Africa, Vic is now marrying his love of the bush in Africa with his vision for community-based sustainable tourism.

The end result is The Xplorer Club – a safari country club that plans to have over fifty (50) safari properties for the exclusive use of the Members of The Xplorer Club in the most exciting safari destinations in Africa including:  The South Luangwa National Park, The Kruger National Park, the Timbavati Private Game Reserve in South Africa and much more.

Please see http://www.xplorerclub.com for more information on this sustainable community tourism social venture.

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Moringa Production as a sustainable agricultural model by Ray Dinning, social venture lawyer

In March/April, 2012, I had the opportunity to work with and interview the agricultural social entrepreneurs in the sustainable farming model for Moringa Production in Africa.  The social entrepreneurs at IRDI, a Zambian-based NGO which helps local communities reach the proverbial first rung of the economic ladder to sustainability through Moringa (superfood) production.  Hailed as one of  the most nutritious super foods in the world, Moringa production can aid in fighting malnutrition and other ailments in Africa while providing an economic windfall to rural communities.

IRDI spokesperson, Jacqui Wintle, introduced me to local schoolchildren, rural communities and farmers who were creating sustainability in their sphere of influence with Moringa farming.  This is truly one sustainable agricultural model and product that can aid Africa now and in the future.

 

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Emergent University or EmergentU – A practical, social experience and interview by Ray Dinning, JD, LLM (taxation)

Having the opportunity to meet with and interview Professor Bert van Lamoen, social architect and Emergence Theory visionary in Amsterdam in March, 2012, I began to understand the driving force behind social entrepreneurship, education and emergence.  As a visionary social architect, Professor van Lamoen is an affable and approachable intellectual who openly discusses the transformational changes taking place in the world today.  Emergent University or EmergentU is one of those transformational educational concepts that is fast becoming a reality.  As a planned post-graduate, practical and social incubator of social entrepreneurship and emergence, EmergentU plans a practical, socially-minded campus in the heart of Africa – the South Luangwa Valley in Zambia.

Its goal is to provide today’s social entrepreneurs with practical, open-source lectures from around the world along with one-on-one training with international professors in a relaxed, private wildlife and nature reserve setting.  Students can then practice what they learn in the field – from wildlife protection, environmental management, cultural studies and social entrepreneurship, leadership training, agriculture and aquaculture and more – with hands-on projects that make a positive impact on the rural communities and cultures in Africa.

This is a truly revolutionary and transformational educational model providing students with practical education with hands-on experience.  Students then leave EmergentU after one semester with a Program Certificate and three months of social architecture or social entrepreneurship experience.

Taken from the http://www.ImagineZambia.org website:

“Emergent U / Postgraduate program
The best education for the world – Knowledge Connecting The World

by Dean/Head Coach Professor Bert van Lamoen

35 years ago I was part of an educational innovation that took place in Switzerland. It was a fulltime Master’s Degree program for creating entrepreneurial change agents, supported by many star professors from all over the world. The first European initiative in holistic action learning – a real forerunner.

Now, at the beginning of the 21st century, and standing on their shoulders, we proudly present a follow-up.

Again we challenge the educational establishment by creating totally flexible, no-nonsense, real-world, (online/offline) programs that offer you academic freedom: the power to totally control how, where, when and what you will learn.

Emergent U is a business school, but done in real time. It’s not a business school with ivy covered walls, where people come. Rather, Emergent U goes to the entrepreneurs.

Our programs are:

focused on learning-by-doing by creating entrepreneurial partnerships;
emergent-based; and
learner centered – everyone must take charge of it’s own learning.
Our coaches/tutors/professors will work with you one-on-one to help you design and complete your custom program.

And we are the first Business School that uses all the advantages of barter and complementary currencies.

We strongly believe that entrepreneurship will transform the society. Entrepreneurship is the driving force for creating a better world and the company is a tool that is used to actualise one’s personal vision, mission and dreams.

Entrepreneurial learning is faster and more effective by designing flat, non-hierarchical structures like communities and relational networks: we call them KINO’s – Knowledge Intensive Network Organisations.

We all live in a time of unprecedented change throughout the world from a complete upheaval in the former communist bloc nations to a number of new economic and political alliances in the form of the European Union, the North American Free Trade Agreement (NAFTA), NEPAD Africa, ASEAN and WTO China and Vietnam.

The development of a new world order has brought into existence many new organizational challenges and opportunities.

With the rapid development of information, and other, technology a networking world is emerging. A truly global village is becoming part of reality. Every company in today’s market must face and adapt to the context of a new economy, which is characterized by globalisation, interrelatedness, complexity, and the importance of knowledge.

More than ever before managers are being challenged to create new organizations and to rethink the ways in which we structure those organizations.

The conventional approach, based on the assumption that the world is predictable and controllable, is no longer appropriate.

We have entered an age of uncertainty, one that contains the seeds of both opportunity and potential disaster.

The challenge is how to exploit the opportunities. A different approach is necessary.

Our coaching/consultancy/education and organizational development programs concentrate on:

The facilitation of Knowledge Intensive Network Organizations (KINO’s);
The integration of education, work and real-life, practical experience;
Emergent U is truly a work in progress.

Emergent U”

 

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