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I would have to really struggle to create a realistic scenario where what is happening with the BoD matters to a potential licensee.
They did not need the settlement to make deals. There was a stipulation in the State case that gave us full rights to license the patent.
Remember the talk about the trip Turrini made to New York over the summer? The potential contract with Valenti? We have had the ability to license the patent. Yet no deals.
I was a newbe who believed in Turrini but as his claims and excuses continued to diverge from what I was actually reading in the court documents and the inconsistencies in any logical connection between what I was being asked to believe by management supporters and my own knowledge of business rules and laws it became clear I was being expected to believe in a fantasy.
I don't believe in a global conspiracy. I do believe that management is incompetent, and are willing to hide that incompetence behind excuses - the biggest being that it is all Williams fault and that Diac is on our side.
With their plethora of lies!? I would have no foundation upon which to believe anything they say.
Heck, Pierce even lied to a judge that they had consulted Delaware counsel. What makes you think they are telling you the truth?
Why didn't management produce those other emails if they actually exist?
Again, no evidence supporting management's claim. Only groundless allegations. They hide their incompetence behind attacks on everyone else.
I am waiting for the financials Peirce promised. There is no reason why the litigation should have altered the timeline on that, unless management is incapable of multitasking.
Out of all the e-mails that were offered as evidence to the Court in Delaware regarding Williams alleged attempts to destroy the company not a single one references a licensing deal that management had on the table that Williams vetoed. Nor were there any where Williams threatened to sue the company offering the licensing deal if we dealt with them.
I would think that if this is management's one big chance to make the case that Williams is a bad man, which is pretty much the gist of the e-mails that were offered, then they would have included them. If they wanted to make the case that Williams is toxic to the company then evidence that he was threatening to sue potential licensees would be relevant evidence.
Problem is there is no evidence to support that claim because that claim is false.
From the time they signed the deal in 2008 until the time Diac tried to sell the patent, about two years give or take, we had full rights to make deals with the patent. None were ever made. In addition, there was a point during the litigation where Diac gave us full rights to license the patent. It was during that time that the stay was filed based on the settlement talks with T-Mobile. Nothing worthwhile ever came of that.
Now, as far as funding I am sure Turrini got funding in the form of loans from lots of people. I can only guess, but I would believe that we are several million dollars in the hole based on these loans. It is only a guess, but since Pierce said it would take a month or two to get the books straight back in December I would guess we should be able to get a good look at where we stand by mid-February.
I have to do a lot of guessing because management never actually provides documents, only bullet points.
Now, if I had to guess the settlement talks probably yielded a deal that management thinks is the cat's meow but they know the independent directors will veto because it is way too low (my guess, about $2-3 million). That explains why, since last spring, management has been hell bent to get rid of Williams and stack the board. It would also explain why the settlement will not be made public, assuming there is a minimum amount that Diac will accept for the settlement.
I doubt very highly that Diac would ever agree to "get nothing".
You are absolutely right. My statement was in response to an allegation that the only reason the SEC suspended our trading was because of a single phone call from Williams claiming to be an irate investor. The fact is that several companies were all suspended in that action. It looked like a "get tough" PR move by the SEC.
Pierce gets double points for never consulting with a Delaware attorney and then lying to the judge about a long distance conversation with one.
The court will make the final determination of the legality of the vote. It is enough to see the incompetence or Turrini and Pierce that they did not consult with a Delaware attorney before having the vote or correcting the fraudulent ballots once the error was identified.
Pure incompetence. No, I don't want either of them running the company.
This company had been on the SEC's watch list for years. Go back through the filings and you will see that Turrini had been attempting to answer questions regarding problems with the filings since 2006.
If Williams had wanted to destroy CLYW he could have done it at ay time by enforcing the judgement he had. He has ONLY used that option after management illegally removed him from the BOD.
Turrini's actions on multiple occasions, from the ill advised Forum to the California court debacle to the fraudulent special meeting show beyond any doubt that he has a total disregard for the shareholders and only cares about getting his child support payments.
Turrini's Criminal actions are referenced in the motions included. Look at the Show Cause document, where it is clearly demonstrated that Turrini lied to the board regarding his felony record.
You brought up bankruptcy. I only answered.
Depends on whether you filed chapter 11 or chapter 7. With a chapter 11 (the option we should have taken) the company assets would have been maintained by the company and all creditors would have had their claims reduced or eliminated by a judge to allow the company to stay in business.
Of course, management's claims for payment might have been reduced or eliminated.
You brought it up, not me. As far as I can see in the exhibits there in nothing new. Management is still refusing to produce the final version of the settlement.
Bankruptcy would have been the perfect option because it would have allowed a federal judge to adjust claims against the company, including the $116 million judgement. A federal judge could have reduced that claim.
For whatever reason certain people did not like that option.
Why would Pattin veto the deal?
I believe your timing is off. I believe that Pattin was off the board by the time the deal was brought up the second time.
I leave it to other old timers here to verify my understanding of history.
I don't think Pattin was on the board at that time. I though he was gone by the time Turrini presented the deal for the second time.
I am also referring to the second time it was brought allegedly a "deal". Carlos was long gone.
I will cede that point as soon as you present the minutes of the meeting where it was presented to the board for a vote.
So you know for a fact that there is nothing in the general points presented to the board that differs from the final version of the settlement?
I read most of it. From what I can see all that is proved is that management failed to fulfill their responsibility under SOX to provide independent directors relevant documents.
Sorry, but from what I can tell Management is still trying to screw over the shareholder in favor of their own friends and family. Can you explain to me what relevance the new Carlos has for the company or why he is a better director than the businessman from Chicago?
Feel free to produce evidence that this was the case. As far as I can tell, no deal was ever signed. It was only proposed.
The first time I am not sure what happened. The second time it was never taken to Diac by Turrini from what I can determine.
Again, if you can produce more than simply you interpretation of events I would be happy to respond, but at this point I can find nothing that shows that there was ever a "deal", only a negotiation.
We never had a "deal" with them. They had the opportunity to look at our patent and decide whether to sign with us.
Well now I don't feel so bad. From the Documents provided it appears that none of the independent members of the board of directors were provided a final copy of the settlement. Only management really knows what is in that document. Wonder why that is?
What could be so horrible in the final settlement that management felt the need to hide it from everyone other than Pierce, Turrini, and Diac. Must be because Peirce now has a "special relationship with Diac" ... according to Sosa.
Thanks for the documents
OK, I lied, one more post.
I would not think the US patent office would care about the rest of the world. Those transfers would be filed with the specific patent offices. If there is eleven pages then there is probably more there then just the interest in the infringement. My problem is the way it posted.
I used to search title offices for real estate so my knowledge is based on that and not on patent filings, but when a property transferred that was encumbered by a mortgage there were two filings, one was a release and the other was the transfer. The could be part of the same document, but they were listed (at least in the office I worked with) as two separate entries. It made it clear who had an interest without having to pull every singe transfer and read the entire thing. If it was not clear, then a quitclaim was required from whomever might still have an interest.
Again, real estate is different and can very from jurisdiction to jurisdiction, so who knows what, if any, of the theory even applies in this situation.
May be a back-door way to look at the terms of the settlement.
My last post. I swore off posting here. Obviously checked in at the wrong time.
If it is that long than it may include a full release, but you would never be able to tell that from an on-line search.
What about the release of the assignment to Kelly D. Stephens. There is nothing from Stephens releasing whatever interest Diac and Williamson gave him. How are they clearing that encumbrance?
Now it is just a bigger mess.
It should read that first he transfers all his rights to the patent back to the company and releases all liens. That clears/ un encumbers the patent. The next entry should be the partial encumbrance regarding infringement on the specific infringer. If I were searching the patent I would see that he has an interest in the patent plus an interest in any infringement litigation.
We assigned an additional interest to Diac. Diac has not relinquished any of his interest that I can tell. The patent is still encumbered.
8K says that management hired a Delaware attorney. They might have avoided this mess if they had consulted with one prior to the special meeting.
Incompetence incarnate.
You are right. This is a large waste of time and I have too many other things to do this semester.
My prediction is that the two sides will continue to fight until Williams is forced to use the "nuclear option".
My solution is that the two sides quit fighting, management produce the settlement and work with Williams to do nothing more than hire a contingency attorney and go after T-Mobile. That won't happen because management chooses not to work with Williams.
Too bad.
Good luck to all this year, but I am really not expecting anything to change.
Then why make the allegation that attorneys won't work with Attila the Hun? Why make statements that are against credulity on their face ... unless you really don't have any reason other than a naked power grab by management.
What they are actually saying is that management cannot work with Williams as long as he continues to insist that we obey the law and he demands that we abide by our fiduciary duty to the company. We cannot put our family in director positions or make deals that benefit us personally (remember the "special relationship" that Pierce developed with Diac during the negotiation process) instead of the company if he keeps demanding that we act responsibly
I am sorry, you and I appear to be talking about two separate things. What I am referring to is the allegations made on this board by numerous posters that no attorney can work with Williams. See Dear Slayer post 53535, Hot post 53536, and Sosa's veiled statement that there are hundreds of rude e-mails from Williams that prove without a shadow of a doubt that he is impossible to work with. These allegations are repeated like religious dogma. The source, no doubt, is Pierce and Turrini.
However, the fact is that as long as you are doing your job, not looking to do the easy thing rather than the right thing, not looking to violate your fiduciary and legal duties, then Williams is just a gruff bastard, but he is not impossible to work with. The proof of this is in the current Delaware litigation.
I am really not sure what you are referring to as far as the contingency attorney goes. I was talking about the T-Mobile case. If Williams can work with this attorney (as well as the one in California), then he will be able to work with the T-Mobile contingency attorney.
That is correct. The allegation is that no lawyer can or will work with Williams. If that allegation were accurate, then he could not have brought the case in Delaware since it required him to successfully work with an attorney. The fact that an attorney is currently representing him in Delaware is proof on its face that he can work with attorneys. If he were bringing the case pro se, then you could make the argument that he cannot work with attorneys.
In fact, Williams is still working with his California attorney, which is more than I can say for management.