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| Authored by: Anonomous on Monday, January 07 2013 @ 01:49 AM EST |
| Please enter title in the form of worng --> correct [ Reply to This | # ]
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| Authored by: Anonomous on Monday, January 07 2013 @ 01:51 AM EST |
Please include a link to the article for easy access after it scrolls off the
main page.[ Reply to This | # ]
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- apple above 50% in the US - Authored by: designerfx on Monday, January 07 2013 @ 07:48 AM EST
- USPTO to Require Means Plus Function Claims for Software Related Patents? - Authored by: Anonymous on Monday, January 07 2013 @ 02:31 PM EST
- OpenShift Origin - Authored by: Anonymous on Monday, January 07 2013 @ 03:41 PM EST
- Congressman calls for investigation of leaks in Google antitrust case - Authored by: Anonymous on Tuesday, January 08 2013 @ 10:41 AM EST
- Older newspick about the idoicy at the CAFC in the case of Zumbiel v. Kappos - Authored by: celtic_hackr on Tuesday, January 08 2013 @ 11:20 AM EST
- The perverse incentives created by locked-down platforms promote insecurity. by Peter Bright - Authored by: SilverWave on Tuesday, January 08 2013 @ 01:44 PM EST
- Dear blogosphere - Authored by: Anonymous on Tuesday, January 08 2013 @ 03:52 PM EST
- Ubuntu Phone OS Demonstration by Mark Shuttleworth at CES 2013 - Authored by: Anonymous on Tuesday, January 08 2013 @ 04:38 PM EST
- post office - Authored by: Anonymous on Tuesday, January 08 2013 @ 04:57 PM EST
- Voice recognition will make touch obsolete, Intel exec says - Authored by: Anonymous on Tuesday, January 08 2013 @ 06:32 PM EST
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| Authored by: Anonomous on Monday, January 07 2013 @ 01:53 AM EST |
| As usual, only off-topic is on topic in this thread. [ Reply to This | # ]
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- A test of corporate personhood - Authored by: Anonymous on Monday, January 07 2013 @ 04:53 AM EST
- Patent warning for our readers - Authored by: Ian Al on Monday, January 07 2013 @ 06:46 AM EST
- New Help Desk Comic - Authored by: Anonymous on Monday, January 07 2013 @ 07:55 AM EST
- Indian Gang Rape Accused in Delhi Court - Authored by: Anonymous on Monday, January 07 2013 @ 08:32 AM EST
- Another try at explaining how the early earth avoided a deep freeze - Authored by: hardmath on Monday, January 07 2013 @ 11:48 AM EST
- Mindstorms EV3: Lego announces new robotics kit - Authored by: tiger99 on Monday, January 07 2013 @ 12:54 PM EST
- Women as Academic Authors, 1665-2010 - Authored by: Anonymous on Monday, January 07 2013 @ 01:11 PM EST
- Y2K+13 - Authored by: Anonymous on Monday, January 07 2013 @ 02:18 PM EST
- Y2K+13 - Authored by: JamesK on Monday, January 07 2013 @ 05:03 PM EST
- Does not sound unusable - Authored by: SpaceLifeForm on Monday, January 07 2013 @ 06:09 PM EST
- Y2K+13 - Authored by: Anonymous on Monday, January 07 2013 @ 06:18 PM EST
- Y2K+13 - Authored by: Anonymous on Tuesday, January 08 2013 @ 05:55 AM EST
- Y2K+13 - Authored by: Anonymous on Tuesday, January 08 2013 @ 09:27 AM EST
- Y2K+13 - Authored by: Anonymous on Wednesday, January 09 2013 @ 06:21 AM EST
- Way, Way, Off topic... But hilarious :-) How not to catch the norovirus - Authored by: SilverWave on Monday, January 07 2013 @ 02:59 PM EST
- The main problem with GM food is the patent - Authored by: kh on Monday, January 07 2013 @ 04:47 PM EST
- As seen on huffingtonpost.com .. - Authored by: Anonymous on Tuesday, January 08 2013 @ 12:20 AM EST
- 29C3: When USB memory sticks lie - Authored by: tiger99 on Tuesday, January 08 2013 @ 08:25 AM EST
- Ubuntu Phone OS Demonstration by Mark Shuttleworth at CES 2013 - Authored by: Anonymous on Tuesday, January 08 2013 @ 10:42 AM EST
- Intel Osbornes Windows 8 - Authored by: Gringo_ on Tuesday, January 08 2013 @ 10:48 AM EST
- Boise/Shiller - Authored by: MDT on Tuesday, January 08 2013 @ 12:24 PM EST
- Share it all - Authored by: Anonymous on Tuesday, January 08 2013 @ 04:56 PM EST
- Share it all - Authored by: Anonymous on Tuesday, January 08 2013 @ 06:16 PM EST
- Prenda Law Tries The 'I Know You Are, But What Am I' Legal Strategy - Authored by: Anonymous on Tuesday, January 08 2013 @ 05:02 PM EST
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| Authored by: Anonomous on Monday, January 07 2013 @ 01:56 AM EST |
| Thank you. [ Reply to This | # ]
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| Authored by: Anonymous on Monday, January 07 2013 @ 02:25 AM EST |
Curious - could this (or any subsequent finding that the
Novell board breached their duty) have any ramifications for
employees who were laid off by the company at the completion
of the merger?[ Reply to This | # ]
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| Authored by: Anonymous on Monday, January 07 2013 @ 03:48 AM EST |
They're so lucky they're not appearing before
Justice Goodwin Liu .
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| Authored by: Anonymous on Monday, January 07 2013 @ 04:49 AM EST |
whatever touched by micro$oft seems to end this way... I don't think they were
favoring Attachmate, they were favoring M$[ Reply to This | # ]
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| Authored by: Ian Al on Monday, January 07 2013 @ 05:06 AM EST |
I think I get the judge. He says that the plaintiff has not pointed out
wrongdoings on the part of Attachmate and Elliott Associates even if they
unfairly benefited during the sale process. Elliott Associates got special
treatment of their shareholdings that other investors did not, but no evidence
of wrongdoing on their behalf were stated. Without a specific accusation of
wrongdoing, they are off the hook.
Similarly, Hovsepian had significant personal interests at stake, but no
accusation was made of attempts to change the outcome to maximise those
interests.
What I don't get was how the board benefited by their alleged actions. Were
they, collectively, making money by the lack of fiducially responsible actions?
If their interest was in their own shareholdings, how would their interests not
align with all the other shareholders in getting the best shareholder deal?
Where else, other than shareholders, did the money received for the sale, go?
I am too financially naive to work this out.
---
Regards
Ian Al
Software Patents: It's the disclosed functions in the patent, stupid![ Reply to This | # ]
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| Authored by: Anonymous on Monday, January 07 2013 @ 07:17 AM EST |
The statement (in the headline) that "Novell Board Must Go to Trial on
Shareholder's Claim of Bad" is not correct. The key section of the judge's
memorandum is attached below. It states in essence that the court would like to
hear the Board's explanation for why it treated Attachmate more favorably than
Party C, and once it hears that, it will decide whether to dismiss the last
remaining claim.
The next steps will be discovery and then summary judgment. During those steps,
the Novell Board will have to come up with an explanation for what they did, and
the plaintiffs will have an opportunity to challenge that explanation. In all
likelihood though, the Novell Board, aided by their attorneys, will be able to
come up with an explanation that will be accepted by the court and the claims
will be dismissed on summary judgment, prior to trial.
From the judge's memorandum:
An independent and disinterested board, however, is not absolutely required to
treat all bidders equally.123 The Board could have dealt with bidders
differently if the shareholders’ interests justified such a course. From the
factual sources (primarily, the Amended Complaint) available to the Court on
this motion to dismiss, those reasons—if they existed—cannot be ascertained.
Perhaps the Attachmate offer was more credible. Perhaps Attachmate had no more
due diligence needs. Perhaps Attachmate had its funding for the transaction
arranged, while Party C was still searching for financing. Perhaps Novell had
been for sale too long and there was concern that the process would become
“stale” or that, if Party C were allowed an opportunity to evaluate the benefits
of the Patent Sale, Attachmate would lose interest in a possible
transaction.124
The Amended Complaint, when considered under the applicable standard, states a
reasonably conceivable claim that the Novell Defendants treated a serious bidder
in a materially different way and that approach might have deprived shareholders
of the best offer reasonably attainable. It might not take much evidence from
the Novell Defendants to put that disparate treatment in a different context and
to show that Plaintiffs’ claim lacks merit. The Novell Defendants, however, do
not have the opportunity to “prove their case” on a motion to dismiss.
The Amended Complaint, thus, states a claim for a breach of fiduciary duty. The
question becomes one of whether the Novell Defendants acted in bad faith or
merely breached the duty of care. In the absence of bad faith, their actions
would be exculpated by the Section 102(b)(7) provision in Novell’s charter. If
their conduct is adequately alleged to have been in bad faith, the exculpation
provision will not shield them at this point.125
...
A plaintiff has the burden to overcome the presumption that a fiduciary acts in
good faith. One way to accomplish that objective would be for the plaintiff to
demonstrate that the fiduciary’s actions were “so far beyond the bounds of
reasonable judgment that it seems essentially inexplicable on any ground other
than bad faith.”128 This formulation of the bad faith standard best captures the
focus of the Plaintiffs’ challenge. Why the Novell Defendants did not tell Party
C about the proceeds of the Patent Sale has no apparent answer in the record
before the Court. That conduct, coupled with the fact that Novell kept
Attachmate fully informed, is enough for pleading stage purposes to support an
inference that the Board’s actions were in bad faith.129 As indicated, there may
be a plausible explanation for their conduct, but the Court does not have access
to those facts. Because it is reasonably conceivable that the Plaintiffs may be
able to demonstrate that the Novell Defendants’ conduct was in bad faith, the
exculpation of the Section 102(b)(7) charter provision is not available.
Accordingly, this claim may not be dismissed at this time.
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| Authored by: DannyB on Monday, January 07 2013 @ 01:07 PM EST |
So do I get this right? As long as a board is informed that they are about to
do something despicably evil, that in Delaware, it is then presumed that the
board is acting in good faith if it proceeds after being informed.
But then, if a board did something as a result of being uninformed, and the
action turned out to be something despicably evil, then the unintentional result
would be a crime in Delaware?
---
The price of freedom is eternal litigation.[ Reply to This | # ]
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| Authored by: Anonymous on Monday, January 07 2013 @ 01:51 PM EST |
That the fiuciary duty of the board of directors is to make more money is a
typical American argument where money takes first place before all other
arguments
A board of directors can have other arguments to choose for a bidder which is
offering less money. For example that bidder could be in a better position to
guarantee the long turn survival chances of the company
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| Authored by: Anonymous on Monday, January 07 2013 @ 06:37 PM EST |
A question for the legal experts:
I was a Novell stock holder in that time, and voted against
the sale. And yes, I lost some money because I was forced
to sell my stock for the set price. Is there any way for
small stock holders like me to join the lawsuit?
Thanks.[ Reply to This | # ]
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