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. Links 8/2/2016: Vista 10 Nags Help GNU/Linux, Nautilus Updated

    Links for the day



  2. The European Patent Office “is Acting as Though the Law Does Not Apply to It.”

    An article from Nieuwsuur which provides the words of Liesbeth Zegveld (for SUEPO) and Guillaume Minnoye (for the European Patent Office), reaffirming the EPO's bizarre notion that it is above the law, even in the face of human rights violations and a court ruling against the EPO



  3. Microsoft-Connected FRAND Lobbying (Software Patents Against Free/Open Source Software) in Brussels

    Anti-Free/Open Source software (FOSS) talking points and FRAND (anti-FOSS) lobbying groups in Brussels as seen by proponents of FRAND, who also worked for Microsoft



  4. Latest Propaganda From the EPO's Management an Effort to Make the EPO the Tool of Megacorporations

    A quick roundup of some of the latest spin and paid-for (bought) coverage that helps introduce a distorted patent system whose beneficiaries are not European (or even people)



  5. 'Aversion to Change' Propaganda From the EPO Echoes or Parrots Lenin and Stalin

    The out-of-control EPO management is trying to fool the media by blaming staff representatives for getting fired, simply because they stood up to a highly abusive and megalomaniacal dictator



  6. The Gates Foundation Subjected to Criticism, But Over a Decade Too Late

    Reckoning and accepting the fact that even some in the media now openly speak about Bill Gates' corrupting influence in everything, including politics



  7. Links 8/2/2016: Zenwalk 8.0 Beta 2, Q4OS 1.4.7

    Links for the day



  8. SIPO (China's Patent Office) Taken Over by Patent Maximalists

    A look at China's race to the bottom (decline in quality) when it comes to patents, assuming quite wrongly that quantity is more important than quality and severe penalties for perceived infringement will spur innovation



  9. The Alice Case Continues to Smash Software Patents (This Time OpenTV's); Will the EPO Ever Pay Attention?

    The potency or the grip of software patents in the United States is quickly eroding, but the EPO continues to act as though software patents are legitimate



  10. EPO Staff Responds to Team Battistelli's Expansion to Include French Economic Propagandist on the Payroll

    With strings attached (like string puppets of Battistelli in various units including the Investigative Unit), can the new Chief Economist, who is French and paid by Battistelli, ever be trusted?



  11. UPC: To Understand Who Would Benefit From It Just Look at Who's Promoting It (Like TPP)

    The UPC, which is designed to aid patent trolls and aggressors (and their lawyers), is still being advanced by the EPO and some misinformed (but loyal to these former groups) politicians



  12. Trolls Molestos: Rovi (del famoso Angry Birds) Ayuda al Más Largo Troll de Patentes de Microsoft Intellectual Ventures (Corregido)

    Alguna vez conocido como hacedor de juegos y más tarde como vigilancia en masa en jugadores, Rovi ahora se ESTA ALIANDO CON EL MÁS GRANDE TROLL DE PATENTES



  13. Estadísticas de Invalidación de Patentes y Costos de Litigación de Patentes (incluso si son falsas) Muestran que la Esfera de Patentes y los Estándares de Examinación son un Probleman, No Sólo en Los Estados Unidos

    Demasiadas falsas patentes que no deberían haber sido otorgadas en primer lugar y fraudulentes jucios de patentes que terminan en favor del acusado sirve para mostrar el costo externo (o externalidad) cuando set trata de un bajisímo sistema de patentes que se esfuerza en otorgar muchas patentes irrespectivamente de su mérito.



  14. The 'Offenses' of EPO Staff Representatives Boil Down to Truth-Telling

    Dutch television examined the documents of the mock 'trials' against SUEPO leaders and concluded that whistle-blowing (i.e. exposing abuses by EPO management), not misconduct, is the reason for overzealous dismissals



  15. Rumours About Dismissal of Benoît Battistelli and New Letter From Union Syndicale Federale Blasting Battistelli's Behaviour

    hings have been heating up since the dismissal of staff representatives at the European Patent Office (EPO) and some even spread rumours about withdrawal/dismissal of the EPO's President



  16. VirnetX Case Against Apple Shows Not the Problem With Patent Trolls But With Software Patents

    What the media really ought to be talking about after the high-profile VirnetX case, rather than obsess about the status of Apple or patent trolls in the Eastern District of Texas



  17. Diápositivas de Nueva Charla Explican la Connección Entre la Corte De Patentes Unitarias (UPC) y Patentes de Software

    Benjamín Henrion habló el pasado Domingo acerca de las patentes de software europeas -una presentación que habla de la Corte Unitaria de Patentes, por la que la OEP aboga sin cesar y que es lo que significa para las patentes de software.



  18. Las Políticas de Microsoft Alienan Incluso a los Hinchas Más Acérrimos de Microsoft, Incluyendo Pro-Microsoft Web Sites

    El agresivo comportamiento de Microsoft y su BAJA CALIDAD DE PRODUCTOS dejan algunos de sus últimos restos de ´hinchas´ descorazonados y molestos.



  19. Links 6/2/2016: CoreOS Rocket 1.0, Scientific Linux 7.2

    Links for the day



  20. Maybe It's Time for Class Action Lawsuits Against Microsoft for Forced Vista 10 'Upgrades', Which Were Definitely No Accident

    The sheer arrogance of Microsoft, which silently changes the operating system on people's computers (without their consent), makes lawsuits imperative, not just a possibility



  21. Readers' Article: A Strange Conspiracy of Silence in the German Media (Part II)

    Željko Topić's allegedly dark background, which includes a suicide, a retreat of potential witnesses, German funds in Topić's private bank account and several more interesting bits



  22. Links 5/2/2016: Wine 1.9.3, Slackware 14.2 Beta 2

    Links for the day



  23. Links 4/2/2016: Red Hat Upgraded, Ubuntu Tablet

    Links for the day



  24. The Siege Continues: Patent Lawyers Want More Patents, Including Software Patents, In Spite of Alice

    Lawyers who make money from patent disputes make rather apparent their aspirations, which include patent saturation even in domains that are patents-exempt



  25. European Patent Office Pretends It's Business as Usual and Prepares New Vanity Pieces

    The PR strategy of the EPO, whose destructive patent strategy continues unabated (for now), latches onto Colombia and strives to manufacture mythology wherein the public, patent examiners and patent applicants are all very happy with the EPO



  26. The 'International' Trade Commission Imposes/Reinforces Software Patents to Establish Another Embargo

    The International [sic] Trade Commission is meddling in competition and allowing a US giant, Cisco in this case, to potentially block rivals (no imports from abroad) using software patents



  27. Readers' Article: A Strange Conspiracy of Silence in the German Media (Part I)

    The views of some of our readers regarding reluctance in the German media to challenge the EPO's violations of German law, probably because Germany benefits from being a host nation of the EPO



  28. Benoît Battistelli's EPO: From Show Trials and Mock Trials to a Self-Aggrandising Propaganda Event Later Today in Rijswijk

    A headsup from a reader regarding today's highly misleading event in Rijswijk (e.g. to mislead the media or seed positive media coverage in the Netherlands) and how it was set up



  29. Caricature of the Day: EPO President

    New caricature about Benoît Battistelli, his bodyguards, and the assault on free speech at the European Patent Office



  30. Company Known as European Patent Office Provides Tips on How to Patent Software in Europe

    The European Patent Office (EPO) uses its attendance at CeBIT, which is a corporate expo, to promote software patents in spite of the European Patent Convention (EPC)


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