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| SCO's Lawyer's Bill Reveals SCO Approached IBM Re Unix Purchase: "No Interest" |
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Monday, November 19 2007 @ 11:26 PM EST
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Today's filings are in. The most interesting is the bill that Berger, Singerman has filed, seeking to be paid for October. Note Exhibit A [PDF] in particular. I note it mentions on page 17 that the SCO lawyers met with "investment bankers" regarding the York APA. Perhaps we are getting warm now as to finding the missing guarantor. Groklaw's fudisbad notes something even more significant:The real interesting stuff is in Exhibit A, page 17: "Memos regarding IBM
as potential Unix purchase", "approach to IBM", page 18: "no
interest". That happened early in October, on the 8th. The complete entry reads like this: 10/8/2007 Confer, Memos regarding IBM as potential Unix purchase, confer with their counsel regarding same, parameters for negotiation, etc.; review letterhead regarding extension on agreement regarding patent rights, memo regarding same, etc. So, IBM is not interested. No surprise there. SCO's lawyers checked again on the 15th and confirmed that there was "no interest". That ought to tell York a little bit about the actual value of what they are proposing to buy.
The 341 creditors meeting was on October 18th. Did Darl mention anything about selling the assets? He was directly asked about Me Inc, for example and the value of the Unix business. I see notations about the York term sheet as early as October 2. On October 3, there was a telephone conference with "M. Mullin on behalf of Trilogy" and two telephone conferences with "S. McNutt on behalf of York" followed by a phone call with Darl "comparing the two term sheets". On the 5th, they had a conference to figure out how to present the two offers to the board and which one to accept. So he knew at the 341 that a deal was in the works. The board had met on the 15th. The notations are actually written in all caps, but I don't want you to think I'm yelling.
Page 18 mentions offers from York and "Shea." And that same page lists correspondence from "Herb Jackson at SCO". That wouldn't by any chance be the Herb Jackson of Renaissance Ventures back in the early days of SCO's litigation? Remember how he'd ask questions so very helpful to SCO at teleconferences, like this one in April of 2005? And remember the reports that Renaissance Ventures published predicting that IBM would surely buy SCO to make the litigation stop that I wrote about in September of 2003? One of the two reports said this: At the end of SCO's 100-day fuse on SCO’s contractual cure, on June 13, 2003, SCO has the specific authority per the license agreement to revoke IBM’s AIX/UNIX licenses and require IBM to return or destroy all copies of its software products subject to the license. We believe the aforementioned contractual cure would be upheld by the court and mandated upon IBM, and would then wreak havoc on IBM's large corporate customers bringing serious injury to IBM's business reputation and customer relationships, unless the matter is settled prior to trial. We believe the business risk to IBM is too high. Therefore, we believe IBM will settle the case prior to trial. As you can see, the prediction was inaccurate. Wildly so. But they're still trying, amazingly enough, in 2007, almost 2008. Some dreams die hard. Maybe that's why he ended up needing a job? Jackson is a common name. Having one myself, I caution that we can note this with interest, but it's not yet confirmed as being one and the same guy.
And what might this be on page 13 of Exhibit A?
10/24/2007 - AJS - Exchange e-mail correspondence with L. Holbrook of Nasdaq regarding appeal of delisting decision (0.1); reveiw On the next page it mentions the patent sale, listing the names J. Basara and J. Handy. The former is with Ocean Tomo, the patent broker. And I see the SCO lawyers met with Jean Acheson and Darl McBride "to prepare for" the 341 meeting and then after it finished, they met again.
There are 48 pages of items, so we can read them together.
And in another filing, Dorsey & Whitney has been approved to do corporate legal work for SCO, but the firm is not permitted to do anything in the bankruptcy. The modified order can be compared with the one they originally filed [PDF], if you want to see the differences, differences which I believe represent input from the US Trustee.
Here are all the documents:
220 -
Filed & Entered: 11/19/2007
Order on Application to Employ
Docket Text: Order Granting Application for Approval of Employment of Dorsey & Whitney, LLP, as Special Counsel to the Debtors Nunc Pro Tunc to Petition Date. (Related Doc # [110]) Order Signed on 11/16/2007. (LCN, )
221 -
Filed & Entered: 11/19/2007
Scheduling Order
Docket Text: Scheduling Order re Emergency Motion of Debtors for an Order (A) Approving Asset Purchase Agreement, (B) Etablishing Sale and Bidding Procedures, and (C) Approving the Form and Manner of Notice of Sale (Hearing December 5, 2007 @ 10:00 a.m.) (related document(s)[179], [202], [149], [180] ) Signed on 11/19/2007. (LJS, )
222 -
Filed & Entered: 11/19/2007
Affidavit
Docket Text: Affidavit Disclosure Declaration of Ordinary Course Professional Kim and Cho Filed by The SCO Group, Inc.. (Attachments: # (1) Affidavit of Service and Service List) (O'Neill, James)
223 -
Filed & Entered: 11/19/2007
Affidavit/Declaration of Service
Docket Text: Affidavit/Declaration of Service Regarding [Signed] Order Granting Application, Pursuant to 11 U.S.C. Section 327(e), 328 and 330, for Approval of Employment of Dorsey & Whitney, LLP, as Special Counsel to the Debtors Nunc Pro Tunc to Petition Date (related document(s)[220] ) Filed by The SCO Group, Inc.. (O'Neill, James)
224 -
Filed & Entered: 11/19/2007
Application for Compensation
Docket Text: Interim Application for Compensation (Second) for Services and Reimbursement of Expenses as Co-Counsel to the Debtors in Possession for the Period from October 1, 2007 through October 31, 2007 Filed by Berger Singerman, P.A.. Objections due by 12/10/2007. (Attachments: # (1) Notice # (2) Exhibit A # (3) Certificate of Service and Service List) (Werkheiser, Rachel) The Korean firm, Kim and Cho, is also referenced in the Berger Singerman bill on page 29. What trademark, I wonder, can it be that they are supposed to renew? And on that same page, there is another entry that I can't explain. On October 2, there was an exchange of emails with "P. Brower of U.S. Dep't of Labor responding to her questions; exchange e-mail correspondence with client to get the answers." On page 30, we see the remains of what appears to be a dispute with Day-Timers. And on pages 35 and 36 and 40, we see correspondence with the Zurich arbitration tribunal. Lots of research too on constructive trusts, lifting stay motions, German law, and Nasdaq rules. I also see several mentions of IPO litigation, such as on page 38. And remember Mr. Spector telling the judge how hard the APA between Novell and Santa Cruz was to understand? I think that might be because he spent exactly "0.30" reviewing it, as you can see on page 39.
If no objections are filed, 80 per cent of the fees ($175,516) and 100 per cent of the expenses ($5,177.33) can be paid without any hearing or order. The deadline for objections is December 10, but I don't expect any. These folks have indeed worked hard, and I am actually quite impressed at the amount of time they spent on legal research.
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| Authored by: MDT on Monday, November 19 2007 @ 11:36 PM EST |
Please put something in the title to show where they are, not that I expect much
with a short article.
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MDT[ Reply to This | # ]
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| Authored by: MDT on Monday, November 19 2007 @ 11:37 PM EST |
Please provide clicky's if you have links.
<a href="HTTP://www.example.com">Like This!</a>
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MDT[ Reply to This | # ]
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| Authored by: Anonymous on Monday, November 19 2007 @ 11:39 PM EST |
| Shea Development is a public traded shell company bought by Francis Wilde in
April 2007. It has made a number of very recent deals for small software
companies.
The Shea offer is distinct from the Trilogy bid, and the patent
deal. It appears to be a competing offer to York, that did not advance.
Francis E. Wilde, 55, Mr. Wilde served as Chief Executive
Officer of Tarantella, Inc. from December, 2003 until its sale in July, 2005 and
served as Chairman of the Board of Digital Stream USA, Inc. from February 2002
until October 2003. Mr. Wilde served as President and CEO of Ravisent
Technologies, Inc. from August 1997 until August 2001 and was also a Director of
Ravisent Technologies, Inc. from August 1997 until January 2002. Mr. Wilde has
held executive management positions at IBM, Dell Computer, Memorex Telex and
Academic Systems.
10/10/2007 --SBC ---REVIEW OF REVISED TERM SHEETS; REVIEW
OF NEW ASSET PURCHASE AGREEMENT FROM SHEA DEVELOPMENT CORP;
CORRESPONDENCE
REGARDING BOARD MEETING AND PRE-BOARD
MEETING CONFERENCE CALL;
CONFERENCE CALL
WITH MESIROW AND SCO PRIOR TO BOARD
MEETING; CONFERENCE CALL
BOARD MEETING
WITH SCO TO CONSIDER DIFFERENT PURCHASE
OFFERS AND STRATEGY WITH
BANKRUPTCY
6.20
--sig: STATS [ Reply to This | # ]
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| Authored by: MDT on Monday, November 19 2007 @ 11:39 PM EST |
Discussions on NewsPicks here. Again, clicky's if you have them.
<a href="HTTP://www.example.com">Like This!</a>
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MDT[ Reply to This | # ]
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| Authored by: Anonymous on Monday, November 19 2007 @ 11:45 PM EST |
10/11/2007 -- AJS --- REVIEW CORRESPONDENCE FROM HERB JACKSON
AT
SCO -- 0.10
Herb Jackson was the investment advisor to
"Renaissance Ventures" in Richmond, Virginia.
He also showed up as a
business advisor on a Yarro brother website "Atomek".
His 2003 era "to the
Noom" investment letters regards SCO are still on the web.
Herb
Jackson was on a couple of early conference calls asking softball
questions.
sig: Stats
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| Authored by: Anonymous on Tuesday, November 20 2007 @ 12:05 AM EST |
OMG,
Copyright is cheap!
Patent is expensive!
What did SCOX buy! Ans: Copyright!
What do they not own? Ans: Patent!
Oh well. Looks like SCOX is in the
dumper again ... such a waste.
Toodles.
[ Reply to This | # ]
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| Authored by: Anonymous on Tuesday, November 20 2007 @ 12:07 AM EST |
| Justin Basara is the
Patent broker representative. So no additional info on the patent purchaser. in
the Basara notation. [ Reply to This | # ]
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| Authored by: Anonymous on Tuesday, November 20 2007 @ 12:17 AM EST |
| The
September Invoice BK 163 appendix A was never "texted" on Groklaw, or
discussed (?). I converted it to a google doc spreadsheet. It also has some
important details on the York deal.
There are some rough missing parts and
run on words in the conversion, but it may be more useful to read as spreadsheet
table.
sig: Stats [ Reply to This | # ]
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| Authored by: mobrien_12 on Tuesday, November 20 2007 @ 12:34 AM EST |
No interest... no duh.
IBM has AIX already, and they have invested in Linux, both of which are arguably
equivalent or even far superior to OpenServer and Unixware.
[ Reply to This | # ]
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| Authored by: devil's advocate on Tuesday, November 20 2007 @ 01:23 AM EST |
Although it makes no sense for IBM to buy SCO, Novell's case is different. They
are trying to recover their money and are facing some very clever lawyers who
will drag the bankrupcy business out so long that Novell are unlikely to get
very much if any of it. That is clearly SCO's plan. On the other hand, if they
can persuade the bankrupcy court that a $1 offer is better than the shady deal
being offered by York, then they could quickly wind up this whole business and
recover most of their lost cash.[ Reply to This | # ]
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| Authored by: kawabago on Tuesday, November 20 2007 @ 01:23 AM EST |
| Guillotine! Guillotine! Guillotine! [ Reply to This | # ]
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| Authored by: Khym Chanur on Tuesday, November 20 2007 @ 02:12 AM EST |
So, IBM is not interested. No surprise there. SCO's lawyers checked again
on the 15th and confirmed that there was "no interest". That ought to tell York
a little bit about the actual value of what they are proposing to
buy.
To be fair, for IBM the issue isn't how much (or little) market
value SCO might have, but how large a value they place on SCO becoming a smoking
crater in the ground. ---
Give a man a match, and he'll be warm for a
minute, but set him on fire, and he'll be warm for the rest of his life.
(Paraphrased from Terry Pratchett) [ Reply to This | # ]
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- IBM's interest - Authored by: Anonymous on Tuesday, November 20 2007 @ 10:05 AM EST
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| Authored by: Anonymous on Tuesday, November 20 2007 @ 04:17 AM EST |
<Barbie voice>
"Contract law is hard!" *giggle*
</Barbie voice>
bkd[ Reply to This | # ]
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| Authored by: Anonymous on Tuesday, November 20 2007 @ 06:08 AM EST |
"Working hard" should not be sufficient grounds for getting paid. The
criteria should be working <em>productively</em>. Perhaps if being
a legal parasite wasn't so lucrative then we wouldn't have so many of these
lose-lose lawsuits clogging up the courts.[ Reply to This | # ]
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- Objection! - Authored by: Anonymous on Tuesday, November 20 2007 @ 06:42 AM EST
- Objection! - Authored by: Anonymous on Tuesday, November 20 2007 @ 07:00 AM EST
- Objection! - Authored by: Steve Martin on Tuesday, November 20 2007 @ 07:38 AM EST
- Objection! - Authored by: Anonymous on Tuesday, November 20 2007 @ 08:16 AM EST
- Heretic!! Blasphemer!! - Authored by: Anonymous on Tuesday, November 20 2007 @ 07:33 AM EST
- Expect - Authored by: Anonymous on Tuesday, November 20 2007 @ 09:53 AM EST
- Expect - Authored by: Anonymous on Tuesday, November 20 2007 @ 11:07 AM EST
- Bwaaaa ha haaaaa! - Authored by: Anonymous on Tuesday, November 20 2007 @ 12:22 PM EST
- Expect - Authored by: Anonymous on Tuesday, November 20 2007 @ 01:21 PM EST
- 13th Century pay scale. - Authored by: Anonymous on Tuesday, November 20 2007 @ 09:59 AM EST
- 13th century SCO to Abbot... - Authored by: Anonymous on Tuesday, November 20 2007 @ 11:48 AM EST
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| Authored by: billyskank on Tuesday, November 20 2007 @ 06:54 AM EST |
Let me get this straight, SCO are trying to sell that which Judge Kimball ruled
does not belong to them?
How can they try to do that? How can they even think it?
Okay, I know Kimball's ruling is not yet final. But that's sophistry - the only
reason it isn't final is because the case is stayed because SCO filed for
bankruptcy.
Is bankruptcy like a superhero suit - I can do whatever I like now, because I'm
bankrupt and the rules don't apply to me? Why doesn't everybody file for
bankruptcy today?
I know, I know, the bankruptcy judge hasn't decided anything. But everything SCO
asks for has to be given due consideration, as if it were perfectly reasonable.
No matter how insane. I feel as if I have entered Wonderland.
---
It's not the software that's free; it's you.[ Reply to This | # ]
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| Authored by: TheBlueSkyRanger on Tuesday, November 20 2007 @ 07:42 AM EST |
Hey, everybody!
First thing in the morning, and my little grey matter is trying to wrap around
this.
1) Is this true, or is SCO just saying this?
2) IBM is not interested in the Unix assets. I find it difficult to believe
its about return on inventment. What if the stuff is genuinely worthless to
anyone, including York? I'm just wondering if IBM's objections have nothing to
do with concerns that the litigation will move forward (let's face it, the
Nazgul do their homework, so I'm sure they got a peek and told IBM what
potential legal value there was) and they are hunting for something else.
3) Any mention of trying to sell the rights back to Novell? Or is it because
they are trying to deny they owe Novell anything that they aren't the ones SCO
approached?
4) Or did SCO approach IBM knowing they'd turn them down just so they can say
they solicited offers from those other than York, so there?
Dobre utka,
The Blue Sky Ranger
I don't need you, you know. I can be lonely all by myself.[ Reply to This | # ]
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| Authored by: sylvester on Tuesday, November 20 2007 @ 08:07 AM EST |
From the 1st Day Hearing:
MR. SPECTOR: On September 14th, 2007, that was Friday, the SCO Group,
Incorporated, and SCO Operations, Incorporated, collectively we'll call them
SCO, petitioned the Court for voluntary, voluntary petition for relief under
Chapter 11 for each of those companies... SCO filed these cases to stabilize its
business, to ensure that it has its day in court on a number of crucial issues,
to have its breathing spell anticipated and expected in a Chapter 11 case, and
critically, to protect its customers, who worry this instant, while we are here,
about the continued viability of SCO Unix.[ Reply to This | # ]
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| Authored by: Anonymous on Tuesday, November 20 2007 @ 08:08 AM EST |
I found this to be interesting:
Exhibit A, Page
29/30:
[...] regarding of claims under Frenville in the Third
Circuit and Analysis of Commission Claims
A quick google search
turns up this reference: Avellino & Bines v. M. Frenville Co., Inc. (In
re M, Frenville Co., Inc.), 744 F.2d 332 (3d Cir. 1984), which appears to be
about how to sort pre- and post- Bankruptcy petition claims against a specific
debtor.
The issue appears to be "when the action took place" vs. "when the
claim was filed", in relation to when the Bankruptcy filing occurred. If the
action took place before the filing, but the new claim took place after ... the
Third Circuit court handles it differently than other Circuits do. The Third
court does not apply the automatic stay, while the Fourth and Tenth apparently
do.
Hmmm. Have we found yet another way to drag this case out even
further?
When the Circuit Courts handle things differently, things can end up
dragged in front of the Supreme Court, in order to resolve the differences. [ Reply to This | # ]
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| Authored by: sirwired on Tuesday, November 20 2007 @ 08:42 AM EST |
IBM already has a perpetual license to the code that they need. Buying it
outright will provide no benefit there. IBM is not the sort of company that is
going to buy an IP company that will only provide some incremental revenue, but
not provide any benefit to other offerings. IBM is a computer company, not a
private equity firm. Certainly IBM does not need to purchase a third form of
UNIX to sell and support. It can be reasonably guessed that most current SCO
customers will most likely end up as Linux (or maybe Solaris) customers no
matter what IBM does.
Lastly, and perhaps most importantly, buying the UNIX assets would provide
fodder for MOG-like folks who would then state that the only reason IBM bought
the assets was because Linux was "contaminated" and that they
eventually would have lost the suits. Certainly the purchase would make no
sense for IBM as a company for any other reason. If IBM was going to pay SCO
off, they would have done so when the excrement hit the air moving device
several years ago at the beginning of SCOSource.
SirWired[ Reply to This | # ]
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| Authored by: Anonymous on Tuesday, November 20 2007 @ 09:44 AM EST |
It's no wonder that SCO wants to file everything under seal. Groklaw's many
eyeballs can apparently extract salient evidence from a wrinkled washing-bill
written in Greek.
You cannot hide, SCO. The courts of law are constrained to be conservative and
glacial, but the court of public opinion is being kept advised of your every
move, every sin, every lie.
-Wang-Lo.
[ Reply to This | # ]
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- Still... - Authored by: Anonymous on Tuesday, November 20 2007 @ 10:09 AM EST
- Heh... - Authored by: Anonymous on Tuesday, November 20 2007 @ 12:28 PM EST
- Oh, what a picture... - Authored by: Anonymous on Tuesday, November 20 2007 @ 01:58 PM EST
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| Authored by: GriffMG on Tuesday, November 20 2007 @ 10:55 AM EST |
I bet they think it does.
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Keep B-) ing[ Reply to This | # ]
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| Authored by: technomom on Tuesday, November 20 2007 @ 11:51 AM EST |
I'm confused. Isn't part of SCO's Unix business the lawsuit against IBM?
Isn't that what they're selling to York?
So did they try to sell IBM not only non-existent licenses to Unix but the
privilege of suing themselves?[ Reply to This | # ]
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| Authored by: Anonymous on Tuesday, November 20 2007 @ 01:04 PM EST |
| not here [ Reply to This | # ]
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| Authored by: Sunny Penguin on Tuesday, November 20 2007 @ 01:15 PM EST |
Was the answer really just "No Interest"; or was the answer much more
colorful?
I think the answer was more than just "No Interest", more likely
involving July and snowballs, or flying pigs.[ Reply to This | # ]
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| Authored by: rsteinmetz70112 on Tuesday, November 20 2007 @ 03:18 PM EST |
In a couple of cases I noticed that the same person is charged at twp different
rates, one half the other.
I wonder why that is.
---
Rsteinmetz - IANAL therefore my opinions are illegal.
"I could be wrong now, but I don't think so."
Randy Newman - The Title Theme from Monk
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| Authored by: Filias Cupio on Tuesday, November 20 2007 @ 03:20 PM EST |
It could be that IBM has an interest in buying UNIX, but no interest in buying
UNIX *from SCO*. I can think of several reasons why that might be.
They know that making a contract with SCO is an invitation to be sued over
nothing.
They don't want the appearance of SCO having got any financial benefit from
them, as an example to anyone else thinking of filing a tenuous suit against
IBM. (But arguably that point has already been amply made.)
They don't want to have their ownership depend on a string of APAs. Rather than
AT&T -> Novell -> Old SCO -> Caldera/New SCO -> IBM, they'd
rather wait for the assets to transfer to Novell via chapter 7, and then
negotiate an ownership chain AT&T -> Novell -> IBM.
IANAL or a businessman, so I don't know how valid these possible reasons are.[ Reply to This | # ]
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| Authored by: Anonymous on Tuesday, November 20 2007 @ 04:25 PM EST |
Did anyone else read that as Renaissance Vultures, at first?
It just seemed like a good name for an imaginary property consulting company...[ Reply to This | # ]
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| Authored by: Anonymous on Tuesday, November 20 2007 @ 04:49 PM EST |
Who they talked to when, lots of juicy titbits that make you want details.
[ Reply to This | # ]
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