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More Details On What Happened At the Hearing -- New Filings, New Report
Wednesday, September 19 2007 @ 07:21 AM EDT

There were some fine points that were not apparent in our previous reports about the hearing, details that I notice in the new filings. The most important is that SCO did *not* get everything it asked for, as I'll show you. And at least one of the reductions was at the request of the US trustee.

SCO is asking for something [PDF] I haven't heard about before, but it doesn't surprise me and it won't you either -- it wants the Creditors' Committee to be unable to share confidential information, like memos, with all the rest of the creditors. They have the top 20 creditors mainly friends and allies, and they'd like to keep it all in the family, I guess. There will be a hearing [PDF] on this one.

On April 20, 2005, Congress enacted a new section to the Bankruptcy Code, which tells the creditors' committee that it shall "provide access to information for creditors... who are not appointed to the committee." SCO says that's unclear, and it would like the court to define it to mean that the committee shall *not* actually do so. Read it for yourself. It's a SCO riot all the way, very much like their parsing of the APA, where all didn't actually mean *all*. Except it did to the court.

Let me give you an example of what SCO didn't get. You will recall that they asked for money to pay temps to fill in for the employees in the finance department who quit or were told to walk the plank. In that request, they asked for a kind of blank check, telling the court they'd need about $20,000 to hire the accounting temps from Accountemps, but they asked for open-ended authority to hire others, not necessarily temps, as needed going forward in any department, as they expected more employees to leave. Here's how they phrased their request for relief:

Relief Requested

11. By the Motion, pursuant to sections 105(a) and 363(c) of the Bankruptcy Code, the Debtors seek entry of an order by this Court authorizing them to (a) retain and employ, in their discretion, temporary employees to assist the Debtors' on an "as needed" basis in the accounting and finance department as well as other departments if and as their needs arise, and (b) compensate the temporary agency, or individuals, as applicable, in the ordinary course of the Debtors' business.

That isn't what they got in what proved to be an Interim Order [PDF]. They got the authority to spend up to $20,000 for the account temps:

IT IS HEREBY ORDERED THAT:

1. The Motion is GRANTED on an interim basis, as modified herein.

2. The Debtors are authorized to retain and employ, in their discretion, non-officer temporary accounting employees to assist the Debtors on an "as needed" basis subject to a cap of $20,000 through October 31, 2007.

3. A final hearing on the balance of the relief requested in the Motion is hereby scheduled for 1:30 p.m. prevailing Eastern time on October 5, 2007, with any objections to be filed and served so as to be received on or before 4:00 p.m prevailing Eastern time on October 2, 2007.

4. This Court shall retain jurisdiction to hear and determine all matters arising from or related to the implementation of this Order.

See the difference? Here's the document that tells us what happened at the hearing:

At the Hearing, the Office of the United States Trustee requested various changes to the proposed order ... and the Debtors agreed to modify the Proposed Order as requested.

Attached hereto as Exhibit A is a blackline reflecting changes to the Proposed Order.

Here's Exhibit A, the blackline or marked up, corrected version, the corrections being those made by the US trustee.

So SCO didn't get everything it asked for. But then, neither did Novell. Webster was there in attendance too, and he's now sent me his report, and I gather from everyone's eyewitness accounts that this is a judge who wants to see everything before he rules. He's fairly new on the bench, so that is probably part of it, but judges have personalities too. And he wants all the cards on the table. Judge Kimball is that type of judge too, as you saw, and that worked out well in the end, although some of you were distressed it took so long. So that is what the judge meant when he said Novell would not be prejudiced. He's not letting the money be spent or given to anyone to any significant extent until he has a clear picture.

If you have ever been involved in a will contest, you can understand how bankruptcy court is. Every creditor knows that some of them are not going to get much of anything, so every creditor would like priority. And the debtor generally wants to keep as much as possible. So judges in bankruptcy court get to see some things that make them a bit cynical, I think.

So SCO got the emergency money they specifically justified, but they didn't get the blank check. First the creditors get a chance to object. If Novell doesn't object to this, I'll be surprised. Frankly, all the creditors should object, I think, to a blank check. But for sure Novell doesn't want SCO in a position to spend like a sailor without oversight. In their view, supported by a Utah court order, this is all their money SCO is asking to spend. If no one objects, then the interim order will become a regular order, but if anyone objects, there will be a hearing.

SCO says [PDF, p. 4) there are about 400 creditors, which is why SCO wanted to hire Epiq to do all the notices, because all of them have to get notice of the bankruptcy application and if there are objections, they have to be sent to everybody too, as well as notices of hearings. Epiq will keep track of all the paperwork, including keeping all the proofs of claims the creditors file, all of which it has to make publicly available. The proposed agreement is attached as an exhibit. And that request was granted and the signed order is attached as well.

Here's the document [PDF] that tells you what SCO did get at the hearing. In addition to hiring Epiq, it got the authorization to pay prepetition taxes and regulatory fees and the court put the two filings, from SCO Group and its subsidiary, together into a joint administration, and they can pay the utilities bills. That's it.

The first meeting of creditors [PDF] will be October 18th with the trustee. It's called a Section 341(a) meeting. Here's a thorough explanation of what such a meeting is. A bit more here. In chapter 11 cases in Delaware, notices are also sent to the SEC and the IRS and others such entities. The debtor has to show up and answer questions, with the trustee presiding, posed by the creditors. If they don't like the answers, they can file an adversary proceeding. Here's a PDF that explains the next few steps we can expect in the process. Any creditor can object to a bankruptcy, and here are some of the reasons that could be successfully raised to do so. The 341(a) meeting is also when a Creditors' Committee may be formed, according to this article. The same article explains what debtor in possession means, that the debtor is its own case trustee. That is what usually happens, but in some cases a trustee is assigned to manage the affairs of the company seeking reorganization. That hasn't happened yet to SCO. Here's an article that explains the difference between the US trustee and a case trustee.

You will also see what a bankruptcy paralegal's life is like. She's the one who has the thankless task of sending out all the notices and attachments to all the top creditors. There are a lot of new filings on the docket. All of the certifications are identical, so I left them off of some of the entries for economy of effort. I never did want to be a bankruptcy paralegal. Here are all the new filings:

32 - Filed & Entered: 09/18/2007
Certification of Counsel
Docket Text: Certification of Counsel Regarding the Interim Order Pursuant to Sections 105(a) and 363 of the Bankruptcy Code Authorizing the Debtors to Employ and Compensate Temporary Employees (related document(s)[14] ) Filed by The SCO Group, Inc.. (Attachments: # (1) Exhibit A # (2) Exhibit B) (O'Neill, James)

33 - Filed & Entered: 09/18/2007
Order on Motion to Authorize
Docket Text: Order (INTERIM) Authorizing the Debtors to Employ and Compensate Temporary Employees (Related Doc # [14]) Order Signed on 9/18/2007. (MJY, )

34 - Filed & Entered: 09/18/2007
Request to Schedule Section 341 Meeting
Docket Text: Request of US Trustee to Schedule Section 341 Meeting of Creditors (Requested Date/Time: 10/18/07 at 10:00 A.M.) Filed by United States Trustee. (McMahon Jr., Joseph)

35 - Filed & Entered: 09/18/2007
Notice of Hearing (B)
Docket Text: Notice of Hearing Notice of Application of the Debtors Pursuant to 11 U.S.C. Section 327(a) and Fed. R. Bankr. P. 2014(a) and 2016, for Approval of Employment of Berger Singerman, P.A. as Counsel for Debtors Nunc Pro Tunc to the Petition Date (related document(s)[4] ) Filed by The SCO Group, Inc.. Hearing scheduled for 10/5/2007 at 01:30 PM at US Bankruptcy Court, 824 Market St., 6th Fl., Courtroom #3, Wilmington, Delaware. Objections due by 10/2/2007. (Attachments: # (1) Exhibit 1 # (2) Certificate of Service) (O'Neill, James)

36 - Filed & Entered: 09/18/2007
Notice of Service
Docket Text: Notice of Service Notice of First Day Motions Filed and Orders Entered Pursuant to Del. Bankr. LR 9013-2(d) (related document(s)[29], [12], [28], [2], [25], [9] ) Filed by The SCO Group, Inc.. (Attachments: # (1) Exhibits A1-A2 # (2) Exhibits B1-B2 # (3) Exhibits C1-C2# (4) Certificate of Service) (O'Neill, James)

37 - Filed & Entered: 09/18/2007
Notice of Hearing (B)
Docket Text: Notice of Hearing Notice of Application of the Debtors Pursuant to Section 327(a) of the Bankruptcy Code, Rule 2014 of the Federal Rules of Bankruptcy Procedure and Local Rule 2014-1 for Authorization to Employ and Retain Pachulski Stang Ziehl & Jones LLP as Bankruptcy Co-Counsel for the Debtors and Debtors in Possession Nunc Pro Tunc to the Petition Date (related document(s)[5] ) Filed by The SCO Group, Inc.. Hearing scheduled for 10/5/2007 at 01:30 PM at US Bankruptcy Court, 824 Market St., 6th Fl., Courtroom #3, Wilmington, Delaware. Objections due by 10/2/2007. (Attachments: # (1) Exhibit 1 # (2) Certificate of Service) (O'Neill, James)

38 - Filed & Entered: 09/18/2007
Notice of Hearing (B)
Docket Text: Notice of Hearing Notice of Motion of the Debtors for an Administrative Order Under 11 U.S.C. Sections 105(a) and 331 Establishing Procedures for Interim Monthly Compensation and Reimbursement of Expenses of Professionals and Reimbursement of Expenses of Committee Members (related document(s)[6] ) Filed by The SCO Group, Inc.. Hearing scheduled for 10/5/2007 at 01:30 PM at US Bankruptcy Court, 824 Market St., 6th Fl., Courtroom #3, Wilmington, Delaware. Objections due by 10/2/2007. (Attachments: # (1) Exhibit 1 # (2) Certificate of Service) (O'Neill, James)

39 - Filed & Entered: 09/18/2007
Notice of Hearing (B)
Docket Text: Notice of Hearing [Final Hearing] on Motion of the Debtors Pursuant to Sections 105(a) and 363 of the Bankruptcy Code for Authorization to Employ and Compensate Temporary Employees (related document(s)[14], [33] ) Filed by The SCO Group, Inc.. Hearing scheduled for 10/5/2007 at 01:30 PM at US Bankruptcy Court, 824 Market St., 6th Fl., Courtroom #3, Wilmington, Delaware. Objections due by 10/2/2007. (Attachments: # (1) Exhibit 1 # (2) Exhibit 2 # (3) Certificate of Service) (O'Neill, James)

40 - Filed & Entered: 09/18/2007
Notice of Hearing (B)
Docket Text: Notice of Hearing Notice of Motion of the Debtors for an Order Providing that Creditors' Committees are not Authorized or Required to Provide Access to Confidential Information of the Debtors or to Privileged Information (related document(s)[11] ) Filed by The SCO Group, Inc.. Hearing scheduled for 10/5/2007 at 01:30 PM at US Bankruptcy Court, 824 Market St., 6th Fl., Courtroom #3, Wilmington, Delaware. Objections due by 10/2/2007. (Attachments: # (1) Exhibit 1 # (2) Certificate of Service) (O'Neill, James)

41 - Filed & Entered: 09/18/2007
Notice of Hearing (B)
Docket Text: Notice of Hearing [Final Hearing] on Interim Relief Granted in the Order Authorizing the Debtors' (I) Maintenance of Existing Bank Accounts, (II) Continued Use of Existing Business Forms, (III) Continued Use of Existing Cash Management System, and (IV) Limited Waiver of Section 345(b) Deposit and Investment Requirements (related document(s)[26], [7] ) Filed by The SCO Group, Inc.. Hearing scheduled for 10/5/2007 at 01:30 PM at US Bankruptcy Court, 824 Market St., 6th Fl., Courtroom #3, Wilmington, Delaware. Objections due by 10/2/2007. (Attachments: # (1) Exhibit 1 # (2) Exhibit 2 # (3) Certificate of Service) (Werkheiser, Rachel)

42 - Filed & Entered: 09/18/2007
Notice of Hearing (B)
Docket Text: Notice of Hearing Notice of Final Hearing on Debtors' Motion for an Order Under Section 366 of the Bankruptcy Code (I) Prohibiting Utility Providers from Altering, Refusing or Discontinuing Service, (II) Deeming Utilities Adequately Assured of Future Performance, and (III) Establishing Procedures for Determining Adequate Assurance of Payment (related document(s)[10], [30] ) Filed by The SCO Group, Inc.. Hearing scheduled for 10/5/2007 at 01:30 PM at US Bankruptcy Court, 824 Market St., 6th Fl., Courtroom #3, Wilmington, Delaware. Objections due by 10/2/2007. (Attachments: # (1) Exhibit 1 # (2) Exhibit 2 # (3) Certificate of Service) (Werkheiser, Rachel)

43 - Filed & Entered: 09/18/2007
Notice of Hearing (B)
Docket Text: Notice of Hearing Notice of (1) Motion for an Order (I) Authorizing the Debtors to (A) Pay Prepetition Wages, Salaries, Commissions, Employee Benefits and Other Compensation; (B) Remit Withholding Obligations; (C) Maintain Employee Benefits Programs and Pay Related Administrative Obligations; and (II) Authorizing Applicable Banks and Other Financial Institutions to Receive, Process, Honor and Pay Certain Checks Presented for Payment and to Honor Certain Fund Transfer Requests, and (2) Order (I) Authorizing the Debtors to (A) Pay Prepetition Wages, Salaries, Commissions, Employee Benefits and Other Compensation; (B) Remit Withholding Obligations; (C) Maintain Employee Benefits Programs and Pay Related Administrative Obligations; and (II) Order Thereon (related document(s)[8], [27] ) Filed by The SCO Group, Inc.. Hearing scheduled for 10/5/2007 at 01:30 PM at US Bankruptcy Court, 824 Market St., 6th Fl., Courtroom #3, Wilmington, Delaware. Objections due by 10/2/2007. (Attachments: # (1) Exhibit 1# (2) Exhibit 2 # (3) Certificate of Service) (Werkheiser, Rachel)

And here is Webster's report. I asked him to go too because I want as many eyes as possible, but mainly I wanted a lawyer's eyes for us too; even though bankruptcy isn't his field, I figured he might catch some of the finer details. As it turns out, while he did that, what he captured most was his feel of the day:

Downtown Wilmington is an older city on a quaint, human scale. The few blocks off the interstate are crowded with two-story brick buildings. A half hour after dawn, there were idly suspicious dudes at dispersed corners suggesting to me that rock could be scored here. Into the downtown, the lesser but crowded scale continued with old two-story commercial buildings close on the streets. Several newer buildings towered over them by at least five stories. There were many familiar chain store names, but also some unique shops. The bankruptcy court was on the sixth floor of one of these skyscrapers with a glass portico on a brick-lined parkway pedestrian alley one-half block off the street.

Homeland security has not made a big impression in Wilmington. At 7:30 AM one could pass the reception desk, ascend the elevator, step around the X-Ray and body scan machines and enter the courtroom, and return without security or human contact. One could leave a bag of dirty socks on the bench and no one would call the bomb squad. Try such a thing in New York or DC.

The United States Bankruptcy Court has a very low ceiling for such a large, wood-finished room. The bench is a huge, stained warehouse box that doesn't leave much space to preside over it. While the seating was spacious, eighty people would be very crowded. Ten minutes before the hearing there were seven chatting spectators, two clerks and nobody else.

A crowded bankruptcy court is a shameless place, like a draft board physical circa Vietnam. The lawyers do the paper, cases are called, arcane pronouncements are made -- next case. If there is a common law of bankruptcy, it does not survive. It is now a subspecies best understood as a "creature of statute." There is sympathy, if not understanding, amongst the not-to-be beggars. But this is a corporate case in Delaware, part of the DuPont plantation, who are no strangers to the monopoly game. DuPont received one of their biggest boosts when they convinced the United States during World War I that they should be the only smokeless explosive powder provider. Indeed there have been wars where DuPont supplied both sides. So the laws in Delaware are hospitable to DuPont. Other corporations have gathered 'round to enjoy the same protection. Best of all, there are no holding cells behind this courtroom.

After 8:25 the lawyers arrived quickly. The Novell lawyers adopted the aura of their brethren in Utah. They were relaxed and smiling. They boldly stood in a row and stared over at the Debtor's table. It's nice to start a hearing with a pat hand. The fleet announced themselves yesterday with a salvo of pro hac vice motions. Business intervened. With the arrival of all parties the leaders formed a loose huddle. Negotiations were taking place. All could look away but listen in. Darl McBride, Ryan Tibbets, Stuart Singer sat down on the Debtor's side. They sat calmly throughout.

Discussions ended when a figure entered by the little door by the big box. The figure disappeared behind the box and popped up on top in the judge's chair. The Court was now in session. No "Hear ye's", no "Draw nighs" no "Honorable Kevin Gross now presiding", not even a "Come to order." This is an informal, down-to-business place. The Judge immediately announced that someone was on the phone and called for "Mr. Singerman."

Mr. Singerman apologized and thanked and announced. He was a "prospective" counsel for SCO. Clear and loud his voice sprinkled down upon all, as if from god, thanks to the marvels of modern Court technology. Then Laura Davis Jones took over to lead SCO through the proceeding. She thanked the Judge for his time despite his current trial. She introduced her table including Arthur Spector and James O'Neill. The Novell side did the same more informally from their table.

Mr. Spector made SCO's first presentation. His points were meant to be that SCO was big, owns Unix, operates world-wide; he detailed SCO-Mobile, and assured the court that their products were a platform for the future. SCO needs bankruptcy protection to reorganize to a profit. He then dramatically stumbled and said Novell for SCO in an important spot. His nerves and age betrayed him, he .......... paused, until the Court mercifully prompted him, "SCO." Spector ventured bravely onward describing SCO in the retail platform. People rely on SCO to sell things. SCO has a significant world impact. At one time SCO grossed 230 million a year with their retail machines. Now it is a tenth of that. This is due to the SCO knock-off, Linux, taking their business. There is also a massive Linux PR budget of ten million dollars attacking SCO and its products. He urged the court to protect the customers, employees and SCO as it reorganizes to successful business solutions.

At 8:45 Ms Jones retook the podium and served up the meat and potatoes of bankruptcy court -- motions. The "creatures of statute" began to squirm in the ooze. There was no objection from Novell to the first motion and order permitting the joint administration of the bankruptcy of the SCO Group and SCO Operations Inc., one owned by the other, both with the same malady. Simple but necessary. Likewise for the second motion appointing Epiq Bankruptcy Solutions, LLC as Noticing, Claims and Balloting Agent. No doubt a specialty at which they are efficient and familiar.

At 8:49 Mr. Spector returned and discussed three motions about which there had likely been endless negotiation: cash management, wage motions, and a temporary employee motion. They also agreed with the trustees that with the next printing they would have to add the scarlet letters "DIP" [debtor in possession] to their documents. He then explained SCO's relationship with their sales companies and the financing mechanism between them. They needed the freedom to advance money to the sales companies. When sales are off, the cash flow can be negative, to them instead of from them. By these motions SCO intended to continue business as usual.

Novell had something to say about this. Larren Nashelsky spoke for them. While Novell did not oppose the substantial relief sought by SCO they did want to protect Novell's rights. This bankruptcy was filed the day before a trial of Novell's counterclaim. He gave some background to the judge. Novell retained the copyrights and the "royalty rights". SCO has retained Novell's money. In a 102-page order on August 10, Judge Kimball found that SCO had converted Novell funds. Novell wanted to "liquidate" their counterclaim ASAP. Would that he would have said "monetize" for the fans. He affirmed that Novell would Move to lift the Stay of their case. He then hit on key words for any lawyer or judge. SCO had a "fiduciary" relationship. They could not "commingle" Novell funds with SCO funds. SCO had to continue to turn over license fees. There is a second group of licenses, Sun and Microsoft. The fees from this license should be put into a constructive trust. SCO should provide an accounting and show what was Novell property and what property belongs to the bankruptcy estate. Why didn't he give a number? Why not $25 million dollars? Why didn't he claim a specific amount? That's what Judge Kimball wants. It is essential in bankruptcy court, too.

The mention of Microsoft reminded all of their rumored presence in the room in the body of a young man in a suit with a silver laptop. He was probably struggling with Vista, trying to keep up as they discussed fees, from Sun and Microsoft, all arguably attributable to the rogue monopoly and their destructive motives. That was just a rumor, though, without any clear evidentiary basis that I know of.

Spector responded to Nashelsky. He began by filling in what Nashelsky omitted. He said that the disputed licenses were $25 million. [PJ: Note that this is a disputed figure; Novell claims up to $30 million, counting interest.] He then went into background himself. He had trouble repeating what CEO Darl McBride has told him. There was this dispute over an old contract that both Novell and SCO believed conveyed Unix. He then tried to refer to the Judge in Utah.................. "Kimble" said Judge Kevin Gross, as he both performed a second rescue, and showed that he was up on the facts already. Mr. Spector in the course of his presentation referred the Court to Mr. Singer's presence in case the Court wanted to relitigate the Utah trial this day. Spector rallied to conclude by asking the court not to impose Novell's suggested encumbrances.

There were some in the gallery that were convinced that Mr. Spector was spooked by the presence at Novell's table of a Julie Dyas. She has a doctorate from Texas in Linguistics with her thesis being using linguistics to detect lies. In the same year she received her law degree. She must be a human lie detector. Spector's linguistic collapses may have told her plenty.

Speaking of Mr. Singer, if you are a connisseur of baggy pants, Mr. Singer's pinstripes are magnificent. Their volume and drape would do a hip hopper proud! With those pants and a jury--mesmerization!

Nashelsky countered by explaining that Novell was owed 95% of the fees and SCO 5%. SCO had no right to commingle. The fees should be sequestered in a separate bank account. He asked for an escrow of Novell's fees.

The Court said they understood Novell's position today, but he was not going to do it today.

Novell fought back and presented a fall-back position to the Judge. Nashelsky told the judge that there was no dispute about other license fees. SCO should pay the money that they collect "for us" or put them in a special account.

The Judge did not buy the fall-back position either and said he did not want to order any affirmative relief today. He mentioned that there was no motion filed. No Motion, no Movement with this Judge.

Spector continued with the litany of motions, like thumbing beads. There was a motion on Pre-Petition wages. Another on Section 507.84 and 507.85caps. When these were brought up without objection, the judge would snap "Hand up the Order" and sign it on the run.

An apparently contested motion was mentioned and not addressed today. This was the motion for the retention and severence of executives. Bankruptcy is a good time to leave. Captains actually prefer not to go down with the ship. The company seeks permission of the court to entice them to stay on board with the iceberg dead ahead. This one may be worth seeing.

Spector finally introduced an "unfortunate motion" to hire accounting personnel. These are not management employees. He blamed this on the end-of-year workload they didn't want to perform. They had a cap and a date, $20k through 10/31.

Ms. Jones returned to the podium and moved to protect and pay from sales and use tax and moved to protect and pay utilities. They run at the rate of $10k/month. She haded up the orders. All of these motions relate to statutes that control what the debtor can spend on. Other statutes control what others can do to the debtor. Periodically the creditor and debtor factions converge on Congress and adjust these controls to suit their interests. The process in this specialized bankruptcy court is to ruthlessly follow these laws. Parties need the lawyers to fudge where the law permits.

The hearing concluded with a discussion as to dates. Singerman again spoke from the clouds. The second hearing is scheduled for October 5 at 1:30. Objections to SCO motions are due by October 2. Retention (of executives) Motion on the same date.

Unmentioned but present and participating throughout the hearing was Mr. McMahon, the Bankruptcy Trustee. SCO finally moved in the Affidavit of Darl McBride into evidence. That should be interesting reading when held up to the light with one Affidavit of Dale Kimball as found in his August 10 order.


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