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section 8a securities act 1933

Ethiopia: Shadowboxing Smoke and Mirrors

 shadowMeles Zenawi when he was alive and his apostles today (“Melesistas”) keep playing us in the Diaspora like a cheap fiddle. They make us screech, shriek, scream and shout by simply showing their mugs in our cities. How do they do it? Every now and then, the Melesistas suit up a few of their bumbling and bungling zombies from central casting and unleash them into the Ethiopian Diaspora to “sell bonds” for the “Grand Meles Dam” to be built over the Blue Nile. Anytime these zombies show up to panhandle chump change from their supporters, a welcoming committee of defiant and patriotic Ethiopian activists show up to chase them out of town like campers at a national park chasing coyotes scrounging at the trash bin. For the past several weeks, Diaspora activists have been routing these imposters across European and American cities; but incredibly, these brazen con artists show up in the next city like snake oil salesmen at a carnival. That really piqued my curiosity. Why do these scammers show up in city after city knowing that they will be confronted and chased out by young patriotic Ethiopians? Are they really fundraising by “selling bonds” in the Diaspora or are they using “fundraising” as a cover for something altogether different? Ummm!!! 

First, the irrefutable facts about the Meles Dam hogwash.  As I demonstrated in my March 11 commentary, “Rumors of Water War on the Nile?”, the Meles Dam on the Blue Nile (Abay River) was  the exquisite figment of Meles’ imagination, and now the phantasmic idol of worship for his discombobulated apostles. Anyone who bothers to study the facts of this so-called dam project will readily conclude that it is pie in the sky. It is “self-funded” because the multilateral lending institutions and private investors who normally bankroll such major infrastructure projects wouldn’t touch it with a ten foot pole standing a mile away. They have determined it is a white elephant. Egypt has also used its leverage to block funding sources.  Egypt has contingency military plans to undam the dam if it ever comes on line.

The fact of the matter is that it is impossible for the bumbling regime in Ethiopia, which sustains itself  through international panhandling, to raise the USD$6-10bn needed from the people of the second poorest country in the world. The regime does not even have sufficient foreign reserves to cover the cost of imports for three months. Its foreign debt exceeds USD$12bn; and despite windbagging about an 11 percent annual growth, the “fifth fastest growing economy in the world”, yada, yada, unemployment, inflation, mismanagement and corruption have put on life support an economy addicted to international handouts. The idea that nickels and dimes collected from Ethiopians in the country by staging “musical concerts, a lottery and an SMS campaign” and a buck or two from Diaspora Ethiopians could build such a project is simply nutty. Because the dam builders live in a fool’s paradise, they think Diaspora Ethiopians are all “fools and idiots” who will buy fantasy dam bonds. (Just as an aside, those who are buying Meles Dam junk bonds should first consider buying the Brooklyn Bridge in New York City.)  Anyway, the Diaspora “bond sales” effort has been a total failure. The regime recently announced that it had collected $43,160 from its latest bond sales in San Diego, CA. Yeah! Right!

For domestic public relations purposes, the Melesistas’ strategic objective in pushing the Meles Dam hoax is to create patriotic fervor and galvanize the entire population around an object of national pride while deifying Meles and generating political support for themselves to prolong their lease on political power. The Meles Dam would at once be a hydrological temple to worship  “Meles the Great Leader and Visionary” and a symbolic object of national unity that could rally massive support for the regime. The Melesistas have convinced themselves that by talking about the Meles Dam 24/7, 365 days, they can convince the people that the dam is actually under construction.  They blather about building the “largest dam in Africa” and Ethiopia becoming a middle income country and a formidable regional economic power in just a few years. They talk about their “visionary leader” and how they will blindly follow his vision to the end of the rainbow where they will collect their pot of gold in the form of Meles Dam bonds. They march on chanting their mantra: “We will follow Meles’ vision without doubt or question.”

They must really think the people are “fools and idiots” (to borrow a phrase from Susan Rice) to be fooled by their silly dog and pony show and talk of pie in the sky.  The Ethiopian people may not know about a “pie in the sky”, but they certainly know about the “cow they have in the sky whose milk they never see.”  But careful analysis shows the Melesistas have pulled this one right out of Joseph Goebbel’s bag of tricks: “If you tell a lie big enough and keep repeating it, people will eventually come to believe it. The lie can be maintained only for such time as the State can shield the people from the political, economic and/or military consequences of the lie. It thus becomes vitally important for the State to use all of its powers to repress dissent, for the truth is the mortal enemy of the lie, and thus by extension, the truth is the greatest enemy of the State.” Isn’t this exactly what the Melesistas  are doing in Ethiopia now – repeat the dam lie, development lie and repress dissent and persecute journalist who tell the truth?

The Melesistas think they are so smart that they can hoodwink not only Ethiopians in the country but also those in the Diaspora. They put on a dam “bond selling” show to convince Diasporans that the Meles Dam is real and that it is the panacea to Ethiopia’s economic woes. “Buy dam bonds! Ethiopia will be rafting on a river of milk and honey once the Blue Nile is dammed.” But only a damned fool would believe that.  According to the World Bank, Ethiopia’s “power sector alone would require $3.3 billion per year to develop” in the next decade. Currently, power tariffs are so underpriced that they range between “$0.04-0.08 per kilowatt-hour” and are “low by regional standards and recover only 46 percent of the costs of the utility.” For every dollar they spend supplying power, they lose 54 cents! In other words, these guys hawking the Meles Dam junk bonds and promising billions in profits are losing their shirts on the power they are selling right now! Why would anyone trust and buy dam bonds from those who can’t even make a damn profit from existing dams? Why would anyone buy dam junk bonds when the outlook for the energy sector in Ethiopia is so damn bleak? The Melesistas fantasize that they can pay off bondholders by selling power from the dam to the Sudan, Egypt and the Arabian peninsula. Why the hell would Egypt or the Sudan buy power from a dam that damns them by effectively reducing their water supply for agriculture and their own production of power?

The real aim of the Meles Dam is not the construction of a dam over the Blue Nile but to use the specter of the construction of a gargantuan dam on the Nile to inspire fear, loathing and dread of an imminent regional water war. Simply stated, the dam idea is an extortion scheme to scam the international community and downstream countries for more aid and loans as a price for continued regional stability, avoidance of conflict and maintenance of the status quo. Suffice it to say, one has to be a damned “fool and an idiot” to believe the Meles Dam will ever be built or buy Meles Dam junk bonds and expect a return. (Buying the Brooklyn Bridge is a much better investment.)

Shadowboxing Smoke and Mirrors

So, why do the Melsistas send zombies into the Diaspora on a fool’s errand? They know they will be shamed and disgraced and chased out of every American and European city like stray dogs at a bazaar. They know they will be lucky to squeeze a few hundred dollars at a Diaspora “bond selling” event. Do they do it because they are professional beggars and panhandlers?

There is a deceptively simple method to their madness. They send their zombies in the Diaspora to make us shadowbox smoke and mirrors. They are playing a simple but clever psychological game.

The Melesistas are getting hammered everyday by bad publicity. Hardly a day passes without some report by an international human rights, press or research organization documenting their monumental crimes against humanity. Just in the past few months, there have been numerous reports and press releases by Human Rights Watch, the Committee to Protect Journalists and a host of newspaper and television outlets, including Al Jazeera and CNN, on massive human rights violations, land grabs, ethnic cleansing, suppression of religious freedom and other issues in Ethiopia. Recently, the World Bank made public a 448-page corruption report on Ethiopia. A couple of weeks ago, the U.S. State Department released its annual Human Rights Report on Ethiopia documenting the regime’s “arbitrary killings, torture, beating, abuse, and mistreatment of detainees by security forces, harsh and life-threatening prison conditions, arbitrary arrests and detentions, detention without charge and lengthy pretrial detention, illegal searches, “villagization” (pillagization) program, restrictions on freedom of assembly, association, and movement, interference in religious affairs…” This past week, they got clobbered in the international press for a kangaroo appellate court affirmance of the 18-year sentences of the internationally-acclaimed journalist Eskinder Nega and dynamic opposition leader Andualem Aragie.

The Melesistas have become international pariahs and desperately want to change the topic from Eskinder Nega, Reeyot Alemu, Woubshet Taye, Andualem Aragie…, corruption, ethnic cleansing, land giveaways, suppression of religious freedom and interference in religious affairs and critical human rights reports. They want to take control of the international public relations agenda. They want to shed off their international image as corrupt thugs who trample on human rights and steal elections. They want to reinvent themselves as anti-poverty warriors and statesmen of economic development. They want to be seen as the new “new breed of African leaders” toiling indefatigably to eradicate poverty and promote economic development and democracy.

In a Machiavellian maneuver, they have, to some extent, succeeded in getting Diaspora Ethiopians, particularly the activists, to promote their “dam development” agenda for them in America, Europe and elsewhere. Every time Diaspora activists confront the zombie junk bond dealers and brokers, they are seen talking (but saying nothing) about development, growth, infrastructure projects and how the Meles Dam will transform Ethiopia into an economic powerhouse. (They never mention the massive foreign debt, the USD$12bn that has left the country illegally since 2001, the massive youth unemployment, accelerating population growth, etc.). They always sheath their bloody hands in the glove of development talk. When activists protest and confront these zombies, they appear to be anti-development obstructionist agitators. That’s is the exquisite trick of the Melesistas. They want the world to see Diaspora  Ethiopians as a bunch of rowdy, wild, disorderly, loudmouthed, raucous, uncivil and intolerant bunch who will not even allow civil discussions of “development”. They aim to create and nurture the image of a few combative “Diaspora extremists” and an overwhelming number of silent (as a church mouse) regime supporters who are afraid to come forward (or attend their “bond selling” events) and show their support for fear of attack by the “extremists.” In the mix are the hapless Diasporans who have to go back and forth to Ethiopia to secure their property and business interests. Those guys are toast; either they pay protection money (buy dam bonds) or get jacked up on some trumped up charge and lose their properties or worse.

The Melesistas’ strategy to counter bad publicity and capture the domestic and international public relations commanding heights is based on three principles: Distract, distract and distract some more. Distract Ethiopians inside the country from critical political, social and economic issues by bombarding them with inane development propaganda. State television (which is watched by virtually no one in the country) is filled with ceaseless barrages of nauseating and mind numbing amateur development propaganda. It is vintage police state propaganda aimed at convincing a largely illiterate population that famine is plenty, decline is development, poverty is wealth, dictatorship is democracy and the man who destroyed the country is its savior.

The second strategy is to distract Diaspora Ethiopians from vigorously pursuing an agenda that promotes democracy freedom and human rights. They unleash a few smooth-talking empty suits with empty heads and let them wander from one city to another in the U.S. and Europe just to get Ethiopian activists emotionally worked up about a fantasy dam and lose their focus on issues of  human rights violations, abuse of political prisoners, ethnic cleansing, suppression of religious freedoms, and myriad economic problems.  Some Diaspora activists react vigorously whenever they see these hapless empty suits at “bond selling” events believing they are confronting the master criminals. Therein lies the trick. The Melesistas are so clever that they have succeeded in making some of us believe that the puppets are actually the puppet masters. We need to be aware that the empty suits they send into the Diaspora to sell the dam bonds are just schmucks and buffoons who do what they are told; or “zombies” as the great African musician Fela Kuti would have called them (“Zombie go… zombie stop…zombie turn…zombie think…” ) They are bait and are offered as scapegoats to the Diaspora.  By chasing the puppets out of town, some of us feel we have chased out the puppet masters. But the puppet masters laugh at us because our victory is the victory of the shadow boxer who knocked out the shadow.

The third strategy of the Melesistas is to distract donors and human rights organizations from criticizing them on their atrocious human rights record. They want to justify and convince them that the masses of ordinary Ethiopians are interested in the politics of the belly and not the politics of the ballot. Meles declared, “My view is that there is no direct relationship between economic growth and democracy historically or theoretically.” They want to convince donors and human rights organizations that the masses do not care about human rights or democracy; they are concerned only about filling their bellies. To them, the masses of poor, illiterate, hungry and sick Ethiopians are too dumb and too damn needy to appreciate “political democracy.”

Legacy of the great manipulator

Manipulation of the Diaspora is one of the chief legacies of Meles. Wikileaks cablegrams portray Meles as a slick, scheming, crafty and cunning hombre. He could have achieved greatness but undid himself because he was unable to tame his voracious appetite for extreme vindictiveness and revenge and could not bridle his bottomless capacity for maliciousness, viciousness and obduracy. Those who claim to know Meles say he knew his opposition better than the opposition knew itself. Distraction, diversion, misdirection, hoodwinking, chicanery, paralogy and sophistry were the hallmarks of Meles’ strategy. The cunning dictator was able to shroud his corrupt empire for two decades by pursuing a propaganda policy of mass distraction and by staging one farcical political theatre after another. As I have long maintained, Meles’ “attitude was that he can outwit, outthink, outsmart, outplay, outfox and outmaneuver boatloads of Ph.Ds., M.Ds., J.Ds. Ed.Ds or whatever alphabet soup of degrees exist out there any day of the week. He seemed to think that like the opposition leaders, Ethiopian intellectuals are dysfunctional, shiftless and inconsequential, and will never be able to pose a real challenge to his power.” In a rare moment of candor responding to a journalist’s question about Diaspora Ethiopians protesting his overseas visits,  Meles confessed, “We may be at fault in some way. I am sorry. That maybe we didn’t communicate well enough to those Ethiopians living abroad what is happening, what we are doing here.” Meles’ apostles keep making the same mistake. Like shepherd, like sheep!  Like Meles, like Melesistas!

Criminal violations in selling unregistered securities in the U.S.

There have been questions raised about the legality of the sale of Meles Dam bonds as “securities” in the U.S.  Under federal and most state laws, a “security” is broadly defined and includes stocks, bonds, debt and equity securities, notes, investment contracts, etc. Unless exempted, all securities must be registered with the Securities and Exchange Commission (SEC) and/or relevant state agencies prior to selling or offering for sale to the public. A security which does not have an effective registration statement on file with the SEC and/or the relevant state agency is considered an unregistered security. Buying or selling unregistered securities is a crime under federal and state laws. The SEC can prosecute issuers and sellers of unregistered securities under section 20(b) of the Securities Act of 1933 (which regulates original issuers) and seek injunctions if the Securities Act has been violated, or if a violation is imminent. Section 8A also allows the SEC to issue orders to issuers of unregistered securities to cease and desist and seek civil penalties under Section 20(d) if an issuer violated the Securities Act, an SEC rule, or a cease-and-desist order.

Like most states, California Corporations Code sections 25110-25118 set strict guidelines for any securities sold in that state. Any person or entity who willfully sells or transports unregistered securities through interstate commerce or buys such securities  could face serious criminal liabilities under California Corporations Code section 25540, subd. (a) with penalties of incarceration for up to three years and a fine up to $1 million. California prosecutors, like their federal counterparts, could also seek injunctive relief and civil penalties.

There are a few limited  exemptions to the registration requirement. One of them is an exemption “for certain foreign government securities brokers or dealers”.  Pursuant to 17 CFR 401.9, “A government securities broker or dealer (excluding a branch or agency of a foreign bank) that is a non-U.S. resident shall be exempt from the provisions of sections 15C(a), (b), and (d) of  the Act (15 U.S.C. 78o–5(a), (b) and (d)) and the regulations of this subchapter provided it complies with the provisions of 17 CFR 240.15a–6…” In other words, the bond “brokers and dealers” sent to the U.S. to sell the Meles Dam bonds must meet the multifarious requirements of  federal securities law and other regulatory requirements including full disclosure, proof of maintenance of required books and records relating to the bond issues and written consent to service of process for any civil action arising from disputes in bond related transactions. It is highly unlikely that the “brokers and dealers” selling the Meles Dam bonds in the United States qualify under 17 CFR 240.15a–6 and 15 U.S.C. 78o–5(a).

Fight the Power, not the smoke and image in the mirror

Diaspora activists should keep their eyes on the prize, not on the smoke and mirrors of the Melesista Road Show, Carnival and Circus.

Ethiopian Americans are fortunate to live under a Constitution that guarantees our right to free expression and peaceful protest. As citizens, it is our moral duty to exercise our constitutional rights. We have recently seen Americans using their right to protest by launching the “Occupy” protest movement. Historically, the civil rights movement relied on sit-ins, sit downs, teach-ins, rallies and marches as a form of direct nonviolent action to bring about change. Nonviolent mass protests eventually led to passage of the Civil Rights Act of 1964 which ended racial segregation, and the Voting Rights Act of 1965 which removed barriers to voting. The anti-war and free speech movements relied on non-violent protests to defend expressive freedoms and end the war in Vietnam. Nonviolent protests were also used in the anti-Apartheid movement in the U.S. resulting in boycotts, divestments in corporations  and spurring legislative and diplomatic action which hastened the end of Apartheid.

The main point is that Diaspora Ethiopians should be laser-focused on the prize and make sure that democracy will in the end triumph over dictatorship in Ethiopia; human rights are vindicated and human rights abusers are held accountable and any government in Ethiopia shall fear the people and the people shall never fear their government. We should not be distracted by empty suits with empty heads lurking in and out of town to scrounge up chicken feed. We should not be angry at programmed zombies at “bond selling” events because they are just wretched flunkies and bootlickers, who given the opportunity will make a beeline to the immigration office to file for political asylum. We should not mistake the puppets for the puppet masters. We should not confuse shadow for reality.

We should be aware not only when we are being abused but also used. We should never let them make us do their dirty jobs because they can cleverly manipulate our psychological disposition to righteous indignation. We should never react because that allows them to take control of our emotions and reactions.  We should always act and never react. Most importantly, we should engage in proactive activism instead of reactive activism. When we are proactive, we plan things out carefully and strategically. Nonviolent protest is a highly disciplined effort. Dr. Martin L. King, Jr. taught, “In any nonviolent campaign there are four basic steps: collection of the facts to determine whether injustices exist; negotiation; self-purification; and direct action.” We should educate and train ourselves in the ways of nonviolent protest. When confronting the zombies, we should maintain a high degree of composure and display self-dignity in our expressions of defiance. At dam “bond selling ” events, protesters should adequately prepare pre-event publicity. Serious attention should given to the development of press kits and talking points. Press  and law enforcement liaisons should be trained and designated. Well informed and articulate spokespersons should be selected to give press interviews. Adequate attention should be given to post-event follow up activities.

It is a great disservice to oneself and to our great cause to engage in nonviolent protest without reading and understanding Gene Sharp’s extraordinary work, “From Dictatorship to Democracy”available online for free.  An Amharic translation of Gene Sharp’s book is also available online free of charge (here) for anyone to download or print. Ignorance cannot drive out ignorance, only knowledge can. We must educate ourselves in the ways of peaceful protest, or our efforts will produce few results. We are less likely to be manipulated if we keep ourselves informed and develop critical analysis skills that cut through the blather of our adversaries.

While those of us in the older generation (“Hippos”) wallow in self-pity and cynicism, it is inspiring to see young patriotic Diaspora Ethiopians (“Cheetahs”) using their right to peaceful protest to resist the zombies of tyranny. Just as the task of building a fantasy dam belongs to the Melesistas, the construction of the new Ethiopia is a task reserved for the young Cheetahs. It is painful to admit that we Hippos have not been much of a role model for the Cheetahs. We have unkindly criticized the Cheetahs for their lack of engagement, apathy and single-minded pursuit of flash and cash. We grumble that the Cheetah generation is the lost generation and there is no one to save Ethiopia (but it has been a long time since we Hippos looked into the mirror without smoke).

I am afraid there is little that Ethiopian Cheetahs could learn from Ethiopian Hippos. Perhaps Ethiopian Cheetahs can get inspiration from other Cheetahs. In the past 2 years, we have seen inexperienced youth using social media bring down dictators or force them to make radical changes in governance in North Africa and the Middle East. The key to their success was their ability to get in tune and on the same wavelength with each other, and to be able to speak the same beautiful language of peaceful change and protest. As always, I believe Ethiopian youth united — across ethnic, religious, linguistic, gender, and regional lines — can never be defeated!

“Get up, stand up, stand up for your rights. Get up, stand up, don’t give up the fight.” Bob Marley

Professor Alemayehu G. Mariam teaches political science at California State University, San Bernardino and is a practicing defense lawyer.

Previous commentaries by the author are available at:

http://open.salon.com/blog/almariam/

www.huffingtonpost.com/alemayehu-g-mariam/

Amharic translations of recent commentaries by the author may be found at:

http://www.ecadforum.com/Amharic/archives/category/al-mariam-amharic

http://ethioforum.org/?cat=24