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Canopy Settlement Terms Will Be Confidential & More Docs
Thursday, March 10 2005 @ 11:43 AM EST

What a surprise. Not. Bob Mims has word that while there will be a public joint statement by the parties, the terms of the settlement between Ralph Yarro et al and Canopy-Noorda et al will be confidential:

"Anthony Kaye, an attorney representing Canopy and its founders, Ray and Lawena Noorda, confirmed a deal had been struck between the sides, although he could not offer details Wednesday.

    "'Obviously, it is a matter of public record that the case has been settled,' he said. 'The terms are confidential, and there will be a joint statement issued at the appropriate time.'

    "'I concur with that statement,' said Stanley Preston, an attorney representing Yarro, Mott and Christensen.

    "David B. Watkiss, another Canopy attorney, also declined to offer details of the settlement, although he expected what he called 'a joint press release' to be issued 'in a day or so.'"

Talk about tight-lipped. "I concur with that statement." It made me smile. After publicly accusing each other of fraud to the high heavens on one side and meanness sufficient to cause employee suicide on the other, they would now like to take all their dirty linen private.

That is understandable, of course. If it were me, I'd want it too. But, as one of the attorneys pointed out, some things are a matter of public record, and we'll surely know who is and isn't on the board of directors at Canopy and their portfolio companies, and for most of us, that is the part we care about anyway.

Besides, as we saw in the USL-UCal settlement, private settlements have a way of becoming public eventually anyway. Then there's G2, Forbes and CNET. Surely they will quickly file a motion to intervene and unseal the court record, on behalf of the public's insatiable right to know. You think? No? All right. I know. I'm just horsing around. But doesn't it speak volumes if they don't?

Anyway, shareholders in public companies have a right to know too, and I expect sooner or later, that thought will arrive fully formed in some attorney's head, and it will all come out that way. A number of portfolio companies are public companies. SCO is, to name just one. And that's not even talking about IBM and its interest in knowing a bit more about this topic, should they choose to. The point I'm making is that no matter how I look at it, I just can't see how they will be able to keep the settlement terms completely confidential.

I have some more Canopy documents which I will post here as soon as they are resolving on the servers.

Here are some more of the Canopy-Yarro filings, but remember, this is all settled, so this is for the historians:

This next one, Reply Memorandum in Support of Plaintiffs' Motion to Seal Affidavits, and Motion For Protective Order, is probably worth a separate mention. It tells us that the Yarro team asked that affidavits be sealed and for a protective order to make sure "mean" Mr. Mustard couldn't retaliate against anyone who wished to testify. The Canopy side called the latter an "extraordinary protective order", and I'd have to agree it is unusual, given the facts of the case, but it does make me wonder if a lot of the "mean" Mr. Mustard testimony was for the purpose of allowing them to ask for this relief. To the best of my knowledge, only Darl McBride's affidavit was sealed.

And here we have some notices to appear at the now cancelled hearing, including notices to both the Noordas and a Mr. William Prater:

See how fast lawyers can move when the object *isn't* to delay? Those hearings, had they taken place, would have been dynamite. No doubt that too was a strong motivation on both sides to settle and take the dispute back into the private realm.

Once again, we have Frank Sorenson to thank for obtaining these documents as paper filings, scanning them and making them PDFs for us to enjoy. Thank you, Frank.


  


Canopy Settlement Terms Will Be Confidential & More Docs | 191 comments | Create New Account
Comments belong to whoever posts them. Please notify us of inappropriate comments.
Corrections Here:
Authored by: Acrow Nimh on Thursday, March 10 2005 @ 12:18 PM EST
.

---
Supporting Open Sauce since 1947 ;¬)

[ Reply to This | # ]

Off Topic
Authored by: DBLR on Thursday, March 10 2005 @ 12:21 PM EST
Please place off topic matters here.

Charles

---

"Democracy is two wolves and a lamb voting on what to have for lunch. Liberty is
a well-armed lamb contesting the vote."
Benjamin Franklin.

[ Reply to This | # ]

Canopy Settlement Terms
Authored by: rsteinmetz70112 on Thursday, March 10 2005 @ 12:26 PM EST
I can't wait for the news conference, but I don't expect much to be revealed,
except who will be running Canopy, if anyone will.

We'll know pretty soon who got what and more importantly who is left on the
boards of the Canopy companies. I kinda hope Yarro got all the SCOG stock.

---
Rsteinmetz

"I could be wrong now, but I don't think so."
Randy Newman - The Title Theme from Monk

[ Reply to This | # ]

Settlement Terms, Canopy, Yarro, and the Corporate Veil
Authored by: Anonymous on Thursday, March 10 2005 @ 12:46 PM EST
Before Yarro was dismissed, it seemed obvious to me that IBM would eventually go
after Canopy, as Yarro clearly had knowledge and influence over SCOXE's
litigation strategy. If they were truly vengeful, they could probably have
crashed through all the way to the Noorda Family Trust, though I doubt they'd
have gone that far.

My general understanding of "piercing the corporate veil" is this:
Corporations exist to create a firewall between the acts and liabilities of a
corporation and its directors, officers, and investors. If a corporation
misbehaves and it does so because of the (improper) influence of a specific
stockholder or other agent, a court can set aside that limitation on liability
in the interest of justice (and equity).

If that general understanding is off-base or if there are more nuanced issues
that come into play with SCOX and IBM, can someone enlighten me?

More intriguingly, with Yarro and his crew out and the Noorda family reasserting
control of Canopy - what can, will, or should IBM do?

Can IBM go after Yarro et al personally, rather than Canopy? If they should do
so, will Canopy indemnify them as directors and officers? Will that be part of
the settlement agreement?

[ Reply to This | # ]

Maureen where are you!?!?!
Authored by: Anonymous on Thursday, March 10 2005 @ 12:55 PM EST
We need you to push the court to force the exposure/release of these
confidential documents...oh wait, SCO et al probably don't want you to do that
this time even if the principle is the exact same....

[ Reply to This | # ]

DiDio again ...
Authored by: AllanKim on Thursday, March 10 2005 @ 01:18 PM EST
In Mims' article we see the latest from Laura, an observation that strikes me as mean-spirited yet devoid of insight ...

Will Yarro, Mott and Christensen return to Canopy, or retain board memberships in other Canopy companies, especially SCO? Will Mustard retain his Canopy CEO post? Will the Noordas retain their Canopy directorships and control of the trust's millions?

No one could say for sure Wednesday, although Yankee Group analyst Laura DiDio had some advice for those watching the fortunes of both Canopy and the Noorda Family Trust - two entities controlling hundreds of millions of dollars.

"This is all about the money, and the ones most closely following the money are the Noordas' [four] kids," she said. "Who stands to gain the most? And what's the only thing that stood between them and the money?

"That was Ralph Yarro. So, good-bye, Ralph," DiDio added. "I don't think Yarro will be reinstated. I find that highly unlikely. . . . They will just pay him off and send him on his way - but they won't countenance anyone who's a threat" to their monetary access.

[ Reply to This | # ]

Canopy Settlement Terms Will Be Confidential
Authored by: Anonymous on Thursday, March 10 2005 @ 01:38 PM EST
I don't think the settlement terms will become public as in the BSDi case. BSDi
involved a government entity, which allowed access via Cali's FOIA-like laws.
Unless LDS church records are required to be public (thinking of the eventual
beneficiary of the Noordas), then the settlement will probably always be
confidential. Even if the settlement becomes part of the IBM case, it will
probably remain under seal.

[ Reply to This | # ]

Historical Documents?
Authored by: rsteinmetz70112 on Thursday, March 10 2005 @ 01:41 PM EST
I think the documents in this case will be of more than historical interest. It
seems likely that one or more shareholder suits might be brought on the basis of
the allegations against Yarro. It seems that they may be relevant to the SCOG
IBM case as well, especially if IBM decides to go after Canopy. But I personally
don't beleive IBM will do that because it will not be very productive, except as
an object lesson.

---
Rsteinmetz

"I could be wrong now, but I don't think so."
Randy Newman - The Title Theme from Monk

[ Reply to This | # ]

Canopy Settlement Terms Will Be Confidential & More Docs
Authored by: pooky on Thursday, March 10 2005 @ 02:15 PM EST
I'm not so sure things will stay private here. Basically Ralph Yarro was ousted
for abusing Canopy and Canopy companies for personal gain, which the Noordas say
was obtained improperly. The Noorda's can remove him and sue him (which they
did).

Canopy doesn't look like it's publicly traded (I can't find it anyway), so my
guess is if there other major stakeholders in Canopy they might not be happy
with and/or want to be privy to the settlement to make sure it's in their best
interests.

-pooky

---
If at First You Don't Succeed, Skydiving Isn't for You.

[ Reply to This | # ]

More for MS litigation page
Authored by: Anonymous on Thursday, March 10 2005 @ 03:31 PM EST
"In July, a U.S. court in California ruled that an ergonomic keyboard
patent claim against Microsoft by TypeRight Keyboard could move forward."

[ Reply to This | # ]

Peterson reply?
Authored by: rsteinmetz70112 on Thursday, March 10 2005 @ 04:35 PM EST
Peterson was granted an extension to file his reply until the 4th. Did he file
one or was that overtaken by events?

---
Rsteinmetz

"I could be wrong now, but I don't think so."
Randy Newman - The Title Theme from Monk

[ Reply to This | # ]

A remider of how some people view the Canopy vs Yarro case
Authored by: dmarker on Thursday, March 10 2005 @ 04:36 PM EST

From Maureen O'Gara - 5th Feb.
>>
Summary
"Things have turned ugly in Utah," reports Maureen O'Gara. "Ray
Noorda, the former CEO of Novell and acknowledged father of network computing,
one of the industry's golden boys, is now 80-years-old and by all reports in his
dotage. His daughter Val Noorda Kreidel, who wants to get her hands on the
Canopy Group, daddy's VC operation, the firm that owns 32% of SCO, the company
suing IBM for $5 billion, claims that the old man was snookered by the three
guys he let run the joint and that they bilked him of upwards of $20 million.
She wants the money back - with damages."
<<

Didio as we have seen, parrots a similar theme.

The bottom line for these people is that Yarro is the victim & Noorda kids
the greedy ones. But, if it were to be proven that Yarro had been funding these
people's propaganda (checkbook journalism) then it would not be hard to
understand their warped sense of right & wrong.

Doug Marker

[ Reply to This | # ]

MOG & DiDio
Authored by: jim Reiter on Thursday, March 10 2005 @ 06:10 PM EST

Hindsight is a wonderful thing unless it is the result of the hindsighter(s)
having her (their) head(s) up her(their) hinny(s).

[ Reply to This | # ]

  • MOG & DiDio - Authored by: Anonymous on Friday, March 11 2005 @ 05:52 AM EST
Okay, so who's running Canopy?
Authored by: Anonymous on Thursday, March 10 2005 @ 07:46 PM EST
That's a matter of public record.... no?

[ Reply to This | # ]

This settlement was caused by Groklaw
Authored by: jcasares on Friday, March 11 2005 @ 02:47 PM EST
I'm sure no one involved wanted every deposition dissected by the Groklaw
community.
Maybe if there was no Groklaw the case would have gone further. Talk about
Heisenberg's uncertainty principle...

-juan

[ Reply to This | # ]

Canopy Settlement Terms Will Be Confidential & More Docs
Authored by: Anthony Kaye on Friday, March 11 2005 @ 07:38 PM EST
The following joint press release was issued this afternoon:

Press
Release

March 11, 2005, Lindon, Utah: Ralph Yarro, Darcy Mott and Brent
Christensen, and Mrs. and Mrs. Raymond Noorda, The Noorda Family Trust, the
Canopy Group, Inc., Canopy's CEO, William Mustard, Terry Peterson and Val Noorda
Kreidel announced today that they have reached an agreement to amicably settle
all claims in the pending litigations amongst the parties. Under the agreement,
Messrs. Yarro, Mott and Christensen will receive an undisclosed amount of money,
and Mr. Yarro will receive Canopy's shares of SCO stock. Messrs. Yarro, Mott
and Christensen have resigned from all positions they held with Canopy and
Canopy's portfolio companies, and they will cease to hold any interest in
Canopy. The other terms of the agreement are confidential.

[ Reply to This | # ]
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