DEAR EDITOR:
Re: Dwight Davis' letter to Editor: "Cobb EMC counsel responds to MDJ" April 23

I hope anyone reading Davis' letter to the editor, where he objects to the MDJ on April 17 calling him and lawyer Tom Cauthorn, a former judge, part of Cobb EMC head Dwight ("Brown's) legal team," will understand that this is just a lawyer's tactic, trying to divert attention from the truth contained in the column. Cobb EMC, and not Brown personally, may pay the lawyers, but Brown controls Cobb EMC and its bank account. If he did not want Davis named counsel for Cobb EMC, Davis would not be in the picture. Lawyers Davis and Cauthorn are in fact "part of Brown's legal team." However, they are not the only members of Brown's legal team.

More than 25 other lawyers have been hired to fight the members' lawsuit. Brown and the directors consider it imperative that they maintain sole control of Cobb EMC and the members' bank account. They will spend every last dollar of the members' money to do so. Last July, Cobb EMC's public relations spokesperson, Carol Cookerly, was quoted as stating that Cobb EMC had spent more than $12 million fighting the members' suit. As one of the some 190,000 owners of Cobb EMC, I wish our CEO would tell us how much per hour the attorneys are charging.

One should not forget that the suit the members filed on behalf of all other members (the owners of Cobb EMC) only named Cobb EMC a nominal defendant because that was required by law in a derivative action. They did not seek any damages against Cobb EMC, only against the individuals named in the suit.

Davis says he represents Cobb EMC and not Brown. Why then does he not go after Brown for the many acts of violation of trust owed to Cobb EMC and the self-enrichment of which he is accused? Instead he is trying to whitewash Brown's actions. The answer is simple - he is in fact part of "Brown's legal team."

Davis tries to blame the members' lawyers for a delay in a membership meeting at which new directors could be elected. He totally ignores the fact that Brown and the directors planned actions in clear violation of the terms of the settlement agreement. This made it necessary for the members' lawyers to file a motion to enforce the settlement agreement. Had Brown and the directors abided by the agreement, there would have been no need for a motion and a Court of Appeals ruling.

Rather than abide by the settlement agreement, Brown and the directors decided to ignore that part of the agreement which directed Cobb EMC to send a notice to the 190,000 members, drafted by the members' lawyers. Instead they planned to send a message about proxy voting. Further, they planned to control the special meeting by allowing only matters they wanted to come before the membership to be voted on.

History clearly demonstrates that proxy voting is a means by which entrenched management can maintain power. That is what Brown and the directors wanted, rather than that called for in the settlement agreement. The members' lawyers upset Brown and the directors' "apple cart" by not allowing them to subvert the clear language of the settlement agreement when they filed a motion to enforce the agreement. The Court of Appeals ruling in favor of the members is not based on erroneous assumptions by the Court Of Appeals, as alleged by Davis. It is based on law and facts.

Davis indicated the directors will authorize him to petition the Supreme Court to overturn the Appeals ruling. I don't know how much per hour Davis is paid, but he comes from one of the most expensive, powerful and influential law firms in Georgia. Another appeal is unnecessary and frivolous. It will cost us members of Cobb EMC a "pretty penny."

Fletcher Thompson
East Cobb