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12.31.06

Some Interesting Financial Moves by Novell

Posted in Antitrust, Deals, Deception, Finance, Interview, Microsoft at 11:53 pm by Shane Coyle

Well, our interview with Jeremy Allison made front pages on Digg and Slashdot, and I think we made it through the storm without a problem. Over on slashdot, some very interesting things were pointed out by symbolset during the discussion, and I wanted to bring them up here as well.

Previously, I wondered "what is circumventing the spirit of the GPL worth?", pointing to information of a Novell 8-K filing outlining a $350,000 bonus to Novell VP and General Counsel Joseph LaSala for his exceptional contributions. Now, we know what Ron Hovsepian stood to gain from the deal personally.

Hovsepian’s Personal Payoff

He received 778,470 shares of stock awarded 12/20/06.

From this page you can see he’s historically not a big holder.

778,470 @ $6.20 is $4,826,514. No doubt he was hoping for more presents under his tree. Perhaps there will be more for him after the dust settles. Certainly would have been nice for him if the Street had liked the deal and he got a good bump. Too bad.

It’s interesting that seven of ten managers listed here are new to the company in 2006, and almost all are new in the last 18 months.

If I were a stockholder looking at that, and the recent change of course in the company, I might be concerned. The theme is familiar, but I can’t remember where I saw it before… Maybe someone else will reply with that answer.

Here, we learn a bit more about the dire financial straits that Novell was in before making this deal, further evidence that they were not in the "position of advantage", as they and others have suggested.

Novell Troubles

Also, the company is having some trouble filing reports with the SEC, presumably because of options grants.

Just days before this deal was announced they had an interesting 8K report filed.

They owed a ton of cash that was due in 2024, but callable in the event they failed timely filing of reports with the SEC. Apparently that Microsoft money saved their bacon on that one, since immediately after the deal was done it was reported the money had already been paid out to debtors. Their SEC reports should make interesting reading for some time to come.

Being paranoid, though, I wonder if their accountants or the debtor or both aren’t beholden to Microsoft’s business interests in some way. That would be really scary.

And, Novell (like just about every other tech company) has questions regarding Options grants in the past, which could lead to their delisting.

Sonsini Got Questionable Options

I don’t know why we don’t hear more about things like this:

FTA:

The fact that Novell had guidelines for option grants — and that directors strayed from them — is particularly disturbing, said lawyers and academics.

“It should be an issue of shareholder concern whenever a board changes its own compensation,” said Kirk Hanson, the director of the Markkula Center for Applied Ethics at Santa Clara University and a former Stanford University business professor.

While directors are generally permitted to award themselves whatever they want as long as it is publicly disclosed, Hanson said basic principles of corporate governance hold that they should avoid giving themselves pieces of the company just because they can.

And then there’s the spectre of delisting.

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