EditorsAbout the SiteComes vs. MicrosoftUsing This Web SiteSite ArchivesCredibility IndexOOXMLOpenDocumentPatentsNovellNews DigestSite NewsRSS

01.09.13

Novell Board Sued for Selling Out

Posted in Novell, Patents at 7:56 am by Dr. Roy Schestowitz

Novell logo bitten

Summary: The irrational dealings of Novell bring belated legal wrath

We hardly cover Novell anymore. The company is history. But just as WordPerfect keeps Novell at present, so does the Attachmate sellout, which Pamela Jones says will haul back the perpetrators. Hovsepian left and moved elsewhere, but his sellout might not go unpunished:

If you thought the deal smelled funny back in 2011 when Novell sold itself to Attachmate and its patents to a Microsoft consortium, you are not alone. Some shareholders — the Oklahoma Firefighters Pension and Retirement System, Louisiana Municipal Police Employees’ Retirement System, Operating Engineers Construction Industry and Miscellaneous Pension Fund, and Robert Norman — sued.
The named defendants, Novell’s Board, Attachmate and Elliott Associates, all moved to dismiss on summary judgment. Attachmate and Elliott succeeded and get to waltz away, but Novell’s board is left on the hook will have go to trial on the shareholders’ claim that the board breached its fiduciary duty, acting in bad faith, a Delaware Court of Chancery judge has ruled [PDF]. I have it as text for you.

Specifically, they claim that Novell favored Attachmate over other bidders, especially a “Party C”, and the judge, under Delaware’s reasonable ‘conceivability’ standard, denied summary judment with respect to the board and decided there will need to be a trial.

“Party C, a private equity firm” ended up with Attachmate at the end of negotiations as the two bidders still standing. Party C actually bid a bit higher than Attachmate. But the allegation is that Attachmate was favored with information that Party C was not given, such as a bid by a Microsoft consortium to buy Novell’s patents, and various other maneuvers that ensured the Attachmate deal prevailed. After Microsoft stepped in with an offer to buy the patents, Attachmate’s deal was better than Party C’s. But, the judge points out, if Novell had told Party C about the offer, it logically might have offered more to match or exceed Attachmate’s bid…

Here’s some background:

As 2010 ended, everyone was digesting the news of Novell’s acquisition by Attachmate, valued at more than $2 billion, and would soon digest the news that Microsoft was acquiring many of Novell’s patents. There were many people who noted that all the signs were there that Novell wouldn’t be sustainable as an independent company. Still, as Groklaw confirms, in 2011 a group of shareholders found the deal to “smell funny” and filed suit. And now, after all this time, the Novell board has to go to trial to address the claims.

Don’t forget the monkey business.

Share this post: These icons link to social bookmarking sites where readers can share and discover new web pages.
  • Digg
  • del.icio.us
  • Reddit
  • co.mments
  • DZone
  • email
  • Google Bookmarks
  • LinkedIn
  • NewsVine
  • Print
  • Technorati
  • TwitThis
  • Facebook

If you liked this post, consider subscribing to the RSS feed or join us now at the IRC channels.

Pages that cross-reference this one

What Else is New


  1. Bristows is Being Hammered With Negative Comments For Its Unitary Patent (UPC) Lies

    The Unified Patent Court (UPC) is practically dead in the UK and Ireland; Bristows, nevertheless, continues with its desperate spin



  2. Links 11/12/2017: Linux 4.15 RC3, Debian 8.10 and Debian 9.3

    Links for the day



  3. Judge Corcoran Turns to His Government for Help and EPO 'House Ban' is Finally Lifted

    Sources that are very reliable say that Patrick Corcoran is coming back to work, however it's now clear when and how long for



  4. Raw: Battistelli's Control/Domination Over the Boards of Appeal

    An old EPO document internally voicing concerns about the lack of independence at the Boards of Appeal



  5. Raw: Conflicts of Interest of EPO Vice-President

    An old EPO concern regarding structural collisions and mixed loyalties



  6. Microsoft-Connected Patent Trolls Are Increasingly Active and Microsoft is Selling 'Protection' (Azure Subscriptions)

    There are several indications that Microsoft-connected shells, which produce no products and are threatening a large number of companies, are inadvertently if not intentionally helping Microsoft sell "indemnification" ("Azure IP Advantage," which echoes the Microsoft/Novell strategy for collecting what they called "patent royalties" one decade ago)



  7. Yes, RPost is Definitely a Patent Troll and Its Software Patents Are at Risk Thanks to Alice

    The latest whitewashing (or reputation-laundering) pieces from Watchtroll, which tries to justify patent-trolling activities with software patents, typically in the Eastern District of Texas



  8. The Latest Scams in the Patent World

    Examples of 'dirty laundry' of the patent microcosm, which it understandably does not like covering (as it harms confidence in their services/advice)



  9. Patents Are Becoming a Welfare System for the Rich and Powerful

    A culture of litigation and more recently the patenting of broad industry standards may mean that multi-billion dollar corporations are cashing in without lifting a finger



  10. Unlike the Mobile Domain, When it Comes to Cars Patent Lawsuits Remain Rare

    An optimistic note regarding the relatively low-temperature legal landscape surrounding advanced automobiles, even though patents are being amassed on software in that domain



  11. The Federal Circuit Rules (Again) in Favour of Section 101/Alice, Koch-Funded CPIP Tries to Overturn Alice at the Supreme Court

    The US Supreme Court's decision on Alice continues to have a profoundly positive impact (except for trolls) and Koch-funded academics try hard to compel the US Supreme Court to reverse/override Alice (so far to no avail)



  12. Next Director of the USPTO Parrots Talking Points of Patent Extremists and Their Lobbyists

    The next USPTO boss (still subject to official confirmation) may be little more than a power grab by the litigation and patenting 'industry', which prioritises not science and technology but its own bottom line



  13. Raw: Three Years for 'Justice' (to be Disregarded by Benoît Battistelli) at ILO and Over a Decade at the EPO

    The delays associated with ‘justice’ at the EPO (usually neither justice nor compliance with rulings) have become so extraordinary that immunity should long ago have been stripped off and Battistelli et al been held accountable



  14. Raw: Scuttling of the General Advisory Committee and Battistelli Stacking the Deck to Have 'Yes Men' as Representatives

    How the EPO broke down resistance to Battistelli’s oppressive policies not only at the Council, disciplinary committees and auditory divisions but also staff representation (symptomatic of Battistelli’s notion of justice)



  15. The Patent Trial and Appeal Board Will Endure Supreme Court Test and Overcome the Tribal Immunity “Scam”

    The Patent Trial and Appeal Board (PTAB), based on the latest news, is still winning the argument and justifying its existence/importance



  16. Phones/Mobility (Trillion-Dollar Market) May Have Become Infested and Encumbered by Aggressive, Dying Companies

    The tough reality that new entrants/entrepreneurs are facing now that a few dying giants look to "monetise" their patents rather than create anything



  17. Links 9/12/2017: Mesa 17.3, Wine 3.0 RC1, New Debian Builds

    Links for the day



  18. Like the EPO, Taiwan/China (SIPO) Harm SMEs With a Policy of Patent Maximalism Which Fosters Litigation, Not Innovation

    A culture of patent maximalism breeds plenty of lawsuits in China (good for the legal ‘industry’), but small companies that are innovative lose focus and resources, just like in Europe where SMEs are discriminated against



  19. Bristows Continues to Lie About Unitary Patent (UPC) in Britain Only to Get Rebutted in Comments, As Usual (Criticism Not Deleted Yet)

    The latest wave of posts (typically from Bristows) which herald an arrival of UPC in Britain are not just delusional but also constitute terrible legal advice



  20. The European Union Now Repeats Paid Propaganda From the EPO (Regarding the Unitary Patent)

    The EPO's push for UPC, which has already involved payments to media and academia, is spreading to the EU, which unfortunately fails to uphold the Rule of Law and the spirit of the EPC



  21. European Media Covers the Latest EPO Scandal and the EPO's Refusal to Obey Orders of a Court

    European media is starting to catch up with the latest from ILO and the great importance not only of the rulings but also the EPO's response to these



  22. Antonius Tangena From the European Patent Institute (EPI) 'Aids' Željko Topić's Appointment at the European Patent Office (EPO)

    An E-mail from Antonius (Tony) Tangena reveals a degree of coordination between the EPI and the EPO -- a potentially inappropriate action that can be seen as a cover-up attempt



  23. SUEPO Announces Protest, EPO Distracts From the Scandal, and Readers Spill the Beans

    Readers have sent some additional details regarding the EPO "backstory" that we wrote about this morning



  24. EPO Scandal Spills Over to Irish Media, So It's Time for the Backstory

    A lot more is being revealed by the media this week (regarding the EPO's "war on judges") and now that it's a more 'mainstream' subject we can shed light on the background to it



  25. Battistelli's EPO is Once Again Caught in Very Gross Violation of the European Patent Convention (EPC)

    The tyranny of the EPO is made abundantly clear for all to see -- ILO included -- but will there be consequences for repeated violations by Team Battistelli?



  26. Links 7/12/2017: Qt 5.10, ReactOS 0.4.7, Guix and GuixSD 0.14.0

    Links for the day



  27. Less Than 24 Hours Later the EPO Already Refuses to Obey Court Orders From ILO (Updated)

    As expected by realists (or pessimists), the EPO continues to act as though it's above the law and even judges suffer miscarriage of justice against them



  28. ILO Said Give the Judge His Job Back, But Christoph Ernst's Administrative Council Will Likely Let Him Go (Unemployed)

    Another potential EPO scandal in the making, as after waiting for 3 years the illegally-suspended judge might get his job back for only 3 weeks



  29. Watchtroll, AIPPI, Bristows and Others Keep Pushing Software Patents Agenda (in Spite of the Ban)

    Pressure groups and front groups of the patent microcosm (e.g. AIPPI) -- sometimes even the patent microcosm acting directly -- are still trying to make software patents legitimate, usually behind closed doors, e.g. in private events where only the patent microcosm can debate the subject (no software developers allowed)



  30. Meanwhile in Eponia, Tyrant Battistelli Must be Seeking Advice on How to Refuse to Obey Court's Orders (Again)

    People already speculate about how Battistelli will attempt to come up with excuses for noncompliance (and ongoing violation of the EPC as well as ILO code)


CoPilotCo

RSS 64x64RSS Feed: subscribe to the RSS feed for regular updates

Home iconSite Wiki: You can improve this site by helping the extension of the site's content

Home iconSite Home: Background about the site and some key features in the front page

Chat iconIRC Channel: Come and chat with us in real time

CoPilotCo

Recent Posts