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Novell The Courts

Shareholders Sue Novell Board 37

Posted by samzenpus
from the take-them-to-court dept.
dgharmon writes "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 sued. 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 judgement with respect to the board and decided there will need to be a trial."
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Shareholders Sue Novell Board

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  • by Anonymous Coward

    I would hope that sometimes the bad guys don't win. Maybe this time, since the bad guys have no money left to use for a defense, we might see some justice.

    • by tysonedwards (969693) on Monday January 07, 2013 @09:55AM (#42504085)
      Except, typical M&A deals typically provide indemnity protection to allow the acquiring entity to protect their investment within said company. I am sure that Microsoft would be more than happy to throw money into the defense of the former Novell executives to ensure that their patent portfolio is secured.

      At which point, all will be right with the world as those wonderful, upstanding members of society that put themselves through law school to protect and serve the under trodden multinational corporations will finally be able to provide for their families.
      • by jbengt (874751)
        The deal has already gone through. Microsoft would not have to give up what it bought. This is a shareholder suit against Novell, not a third party suit to rescind the purchase. If successful, Novell, or possibly (though much less likely) Novell's board/executives, would have to pay shareholders for value not received.
    • by Anonymous Coward

      At the very least, some dirt will become public record.

      And this will provide a couple of years of stories for Slashdot.

  • by Anonymous Coward

    We need more of Management getting it from the Shareholders.

    • Re:Sweet (Score:5, Insightful)

      by tnk1 (899206) on Monday January 07, 2013 @10:56AM (#42504709)

      I don't know if you really want that. Management can be big douchebags, but they're often big douchebags on behalf of the shareholders who want their stock to return money to them.

      I know of one company that I have had dealings with that nearly sold itself to a competitor with full knowledge that the competitor would take their customers and lay everyone off shortly after. This was because the shareholders wanted their money back and were tired of waiting, so they wanted the liquidity back, even though the company had finally reached profitability.

      Mind you, given how long it took for the company to become profitable, and the lackluster share price, I was not entirely appalled at the action, but shareholders are not your friends, or even the friends of good business practices, necessarily. Much of it depends on the shareholder personally and what their stake in the company is.

      • Re:Sweet (Score:4, Insightful)

        by nedlohs (1335013) on Monday January 07, 2013 @11:23AM (#42505057)

        But that's how it should be.

        If I run a corner store and decide that I'm not making enough money for it to be worthwhile then selling my corner store for as much as I can even if that buyer is going to sack the employees, knock down the building, and build a car park. That's my choice. Whether wanting to be able to afford to retire makes me an asshole or not is unrelated to the fact that being an jerk should be my choice.

        Shareholders in larger company are the same - if they want to exit and get as much money as they can for the business that's their choice.

        • Re:Sweet (Score:4, Insightful)

          by tnk1 (899206) on Monday January 07, 2013 @12:14PM (#42505713)

          That is definitely their choice, and their right. However, I'm not entirely convinced that is the best way to do business.

          More to the point, although I'm generally not as down on capitalism as my lefty friends, I do recognize that when someone states that we (in the sense of "the public") might want more shareholder suits, that statement should not be made so broadly. Well-run companies that are profitable and management who runs the company for long term stability and profitability have been ousted by shareholders who want to simply pillage customer relationships and fire sale the assets. One tool in use for that is the minority shareholder lawsuit.

        • by gl4ss (559668)

          sure they can do that.

          however a shareholder has limits on how much it can screw over the other shareholders without it being fraud(depending on what kind of shares and how much one is holding).

        • I don't think saying "should" is appropriate unless you are only considering the situation from an economist's standpoint. From the perspective of "What's good for most people" that's not what you should do.

          Anyway, you're ignoring the context of GP's remarks. He wasn't saying "Shareholders should be your friends," he was saying "Shareholders can be evil too" in response to a suggestion that the shareholders are good guys and the management is the bad guy.
          • by nedlohs (1335013)

            Yes he was. But shareholders are allowed to be evil. If I want to sell my lynchpin of the community business to someone who is going to knock it down and build a garbage dump and destroy the entire community so that I have a few more dollars to retire with, that's my right. The community can try and raise a larger amount of money and out bid the guy or they can try and get zoning laws/etc changed to stop me. But I own it I can sell it if I want to.

            Whereas management doing things that the owner doesn't like

      • by ArhcAngel (247594)
        Which is precisely why I am appalled that banks are allowed to be publicly traded companies. If you use a bank to store your money you are not a customer you are the product.
    • I expect Nokia's shareholders (and maybe the Finnish government) to sue Elop and friends.

      • by Anonymous Coward

        Last time I checked, the government owned something like 2% share of Nokia.That definitely puts it in the top 50 (probably even top 20) shareholders but aside from that, the government has very little to do with the company.

  • "...and the judge, under Delaware's reasonable 'conceivability' standard," fucked them real good.

    Impregnated with justice, the shareholders expect tiny lawyers to spring from their chests any day now. Such is the life cycle of the North American Tailless Serpent.

    • From their chests? Is that what you call yours?
      • Re: (Score:2, Informative)

        by Anonymous Coward

        From their chests? Is that what you call yours?

        Really? Not only have you've never seen Alien, but you don't even know about one of the most memorable scenes in movie history?

    • Choice #1 – give the board wide discretion on its action. Maybe it will take a wild long term risk that pays off big time. Or maybe it will line its own pockets.

      Choice #2 – put the board on a tight leash. They will take less risks. They will focus on easily measurable metrics on a quarterly basis. Quivering little rabbits they will become.

      Or it’s a false choice – you need to find a happy medium in-between – so please tell me exactly how we should tighten things up on the board?

  • by rueger (210566) *
    Seriously, I thought they had disappeared along with Pets.com..... any company that could destroy WordPerfect deserves to die.
  • Just a stupid hanch, but Attachmate saved Novell as good Linux oriented company, which still offers solid package of enterprise software, which is mostly crossplatform, but Linux support obviously is one the best.

    So I guess someone tried to "get over with" lefovers of Novell, and didn't get it? Or someone made a bet on that and didn't get share price he wanted?

  • by forkboy (8644) on Monday January 07, 2013 @02:13PM (#42507255) Homepage

    If you're a shareholder in Novell after 1998 or so, you pretty much deserve whatever comes. Where else do they have their money, Netscape and AOL? Honestly.

Nothing is more admirable than the fortitude with which millionaires tolerate the disadvantages of their wealth. -- Nero Wolfe

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