If are referring to a receiver under Delaware corporate law then I might agree with you, particularly if the allegations against Turrini are serious, it would leave the company without management.

If you are referring to a receiver under bankruptcy law then I disagree. I think the company and the patent have greater value as a going concern.

The question is, how do we get this dysfunctional mess working again? If the settlement happens there may be options not yet explored. I think we need to keep our options open for the moment.

Of course, it does not hurt to keep the credible threat of a class action suit against management on the table to keep everyone honest.

Just curious what method you are using to estimate the $500M amount. One of the problems I have have wrestled with was how to value a fair settlement, or for that matter, what we should charge as a fair licensing fee. How did you come up with your estimate?

Hard to say. I imagine that is part of the "fine print" that needed to be hammered out ... part of the reason this took so long.

I would guess that, at a minimum, he would want the ability to veto any settlement below a certain dollar amount so as to guarantee him a minimum return, but that is only speculation. We will have to wait until the settlement is finalized and then see how much of it is released as part of the 8K that will be filed once the deal is done.

its funny because its true ...

I did a quick review of my corporate law and I believe that Diac (if he is as clever as I think he is) will ensure that the final settlement is within the limits authorized by the board since the burden of proof falls on him to show that the action was within the scope of management's authority. Otherwise, the settlement is invalid as the act of the manager in signing it and attempting to bind the company to it is beyond his authority, or ulta vires, if you prefer the Latin legal-eeze.

The board can always ratify the ulta vires action of management, but if the terms are worse I doubt they would.

Of course, this assumes that management is going to send the board a copy of the settlement or if Dave is going to have to sue to see it.

The question in my mind now is, what is management going to do once they have a settlement. Since the settlement includes paying Diac "28% of the gross recovery (less specified expenses), if any, received by Calypso from its current pending litigation with T Mobile" I would think it is incumbent on the company to restart that litigation (hopefully with a different attorney who does not believe that winning the case means losing everything). That is what I would like to see in the next PR ... that we have a contingency attorney who will pick up T-Mobile.

I would think not. The BOD already authorized the settlement. Again, this assumes that the actual settlement does not include a change in the material terms of the agreement (like Diac now gets 70% of the settlement with T-Mobile or we have to pay him $5M in cash in addition to what was already agreed to).

Strange, since it is a Delaware corporation I thought Delaware corporate laws were controlling, not California corporate law.

In any case, looks like management is striking back in the court of public (shareholder) opinion.

Storm was the guy who claimed that even if we won the state case we would still lose the patent. i never felt that was an honest assessment of the situation.

So DSU, are you ready to do something about it or are you all talk. Sixpack and Litton are for putting together a fund and hiring an attorney. What is your take on that course of action?

Interesting, care to share?

That sounds reasonable. Why waste the court's time again if it goes a day or two beyond two weeks.

Sixty days seems kind of excessive. There is a lot of detail but that amounts to over four months total time to finish the deal.

Signature is interesting but I doubt it is anything more than a convenience. Of course, I will be standing by to see if Markle withdraws from the case. Stranger things have happened.

Please let me know how much you estimate the action will cost and when you are ready to create a fund for this purpose.

Have to agree. While the action in California is currently an expensive sideshow the real matter at hand is, when will the settlement get signed and when can we see it?

A couple of questions need to be asked.

First, did the committees ever try to present their findings to the board? Turrini's letter to Dave states that he (Turrini) unilaterally dissolved the committees. Did he take this action in response to attempts to present their findings?

Second, why did Turrini dissolve the committees? Does he have authority for such an action?

Finally, do the committees have anything to report currently? Since Turrini claims the committees no longer exist I doubt management will currently accept their findings or look into anything the committees might have to report.

There are a number of other interesting legal questions regarding why this firm is representing the company (I thought Storm was our attorney) and if they are not who is paying the bill. There is also the question of ripeness. But these I am sure will be brought up at the actual hearing.

I am not sure about some of the claims made about having access to all correspondence related to the filings. Again, an interesting legal question. If the party brining the suit is Kyle as an individual the correspondence would be protected by lawyer/client privilege and the work-product rule. If the action is actually being brought by the company then things get more fuzzy since it is an in re (in the matter of) action. Dave may be right. Interesting legal side notes, not critical to the value of the company.

Dave is right that, as a member of the board, management cannot keep records from either (now all three) of the independent directors.

Never paid much attention to this. Thought this would die once the documents issue was settled. Now I will have to dig a little deeper.

People seem to forget that this patent is making money for us every minute of every day that T-Mobile uses it. But you have to be willing to fight for that money.

Microsoft is rumored to get $15 per smart phone from certain companies for a patent they claim they have on the ability of software programs to open in multiple windows. That patent claim is ridiculous, but some companies will pay that rather than fight with a company like Microsoft who they know will litigate till then end.

You get what you are willing to fight for. You get nothing if you roll over and take nothing.

No, because the deal is one-hundredth of the value of the claim against T-Mobile and because it would still leave the company millions of dollars in the hole. Similar to the idea of giving Diac the rest of the world while we only get the US. It is not in the best interest of the shareholders ... at least not in the interests of the ones who are not in on the game and already knew the value of the settlement. They would have sold at a hefty profit while the rest hung on waiting for the "good news" of the hundred million dollar settlement that would never come.

Would not matter. As I said, Turrini is great with claiming to have a deal in the bag and horrible at actually getting a signature on the dotted line. Even when he is giving away the farm he doesn't seem to be able to manage it.

I would have guessed that they were going to announce the new member of the board and a deal with T-mobile. They would have announced the deal but not the amount of the deal, that would have been "confidential" but would have been about $3-5 million, enough to pay management (who would determine where the money went) but not enough to do much of anything else.

Management knows that neither of the independent directors would have gone for such a deal so they had to install another board member (who would only get paid his ridiculous fee if we made that deal).

Just speculation

The BOD has already approved the deal. The only question now is can management do their job and get the deal signed.

I remember the Baxter deal and as I have said before I can see reasons for wanting to enter into it. Yes, it was unauthorized and I would agree that it was self-serving on the part of Turrini. The Company was justified in firing him for his actions at that time. But that action did not involve collusion (except allegedly between him and his brother-in law). If true it was a self-serving breach of fiduciary duty that involved potential kickbacks but it was not a deal with Diac.

Now, how and why he ended up back with the company I cannot say. It seems clear that, at least in the early part of 2008-09 he was trying to bring deals into the company. He did not appear to be colluding with Diac during this period. Bup, bup, bup ... wait till I am done.

Based on his prior history and how things played out at the forum I have my suspicions of what management thought they were going to announce. I doubt it would have worked because Turrini is a salesman; he can make the pitch and get everyone interested but he cannot close the deal.

That Turrini has always acted in a self-interested manner, in my opinion, is clear. But then again, so does everyone else. It also seems, based on the Baxter incident, that he is willing to be self-serving at the expense of the company. However, that he has ever been doing it in collusion with Diac is a long stretch.

First, you have to believe that he be willing to share (something that seems to be a fundamental problem of anyone who gets involved with this company). He impresses me as a zero-sum game person, not the type to collude with anyone unless he is getting the better part of the bargain and doing less work to get it.

Second, he also seems like the kind of person who is concerned with his public reputation, something Diac is not. Image matters to him. I just don't see the Diac/Turrini combination working.

These things take time ... but I would have rather seen us continue with the litigation to keep the heat on Diac to settle rather than agreeing to back away from the court. Time is not our friend and the longer Diac can drag this out the more Turrini is going to be willing to give in on details in the deal. He already has authority from the BOD to settle so he is in the catbird seat on this (unless the terms change significantly and then I doubt the BOD would agree to the deal). Whatever the final deal is it will be his baby, for better or for worse.

In any case, depending on the level of activity and the amount of effort being put in by management, 60 days is not totally unreasonable.

Yeah, spell check kicks my butt every time.

The records were important, there is no doubt about that. But whether the objective was to obtain the only copy as apposed to any copy that allows for finishing the financials or if there are documents in there that might incriminate a present or former member of management of fraud is an interesting question.

The question now seems to be "where is management putting their efforts?" Are they on top of the central issue facing the company, the Diac settlement, or are they off continuing to concentrate on issues of tangential concern like trying to pay an outragous sum of money to get a fifth member on the board. Sir H would probably do it for free.

In my mind the question has been, is management interested more in the long term value of the company or are they interested in a short term profit that makes them millionaires while the shareholders get stuck with the bill. If management deserves to be millionaires for all their hard work then I have no problem with that. But if management ends up being the only people that become millionaires off this patent then I have issues.

I am still not in the DSU camp that there is a grand conspiracy to sell out the company to Diac. That could have been done a long time ago. I think it is more a series of management missteps cause by ego, inexperience and self-interest. Still have not seen enough to believe in collusion.

"Wasn't Peirce saying she couldn't do financials without those records... but, then, it seems they DID put out the Reg D, some months before, even without them ? So, there WERE financials, for that... Must have been since they did it. Just not any financials that we shareholders or the SEC were allowed to know about, while Peirce was lying to us about the records issue ?"

First, when was the Reg D filed? Did not see that. Believe it was mentioned at the forum but never saw a filing.

Also , as I recall, that filing required only two years of unaudited financials, which the company always had. So I agree filegate was a red hearing. Someone wanted the files out of Daves hands for other reasons ... however...

Complete financials would be required to file the documents needed to bring us current with the SEC, so management still needed the files.

I will concede you point that without the attacks on dave the board has much less to discuss.

That I know of we never had a final,signed agreement. What we had was an agreement in principle. But any deal has a lot of details (where the devil hides) that have to be worked out. My guess is that we have not worked out and agreement on all of those details.

I would expect a request for an extension rather than action to put the case back on the docket. Depends on how the negotiations are going.

Thanks for the friendly advice, but I will play this one out. You can buy my shares in a few months when it is a momo play again.

On a separate note, judges often "know" things that are not necessarily in evidence and, although technically they cannot take them under advisement they will notice a pattern of conduct on the part of one of the parties or the other that plays into their mental calculus when making close rulings. Not the way it is supposed to happen but judges are people too ... and often busy, pissed off, testy ones.

I suspect we will see something filed with the state court in the next day or so. Even if all they are doing is nugging out the details Diac will have no incentive to continue to negotiate once the state case is dropped. He will simple take the judgment he has, file for turnover of the patent, and we will be "up the creek". The idea of negotiating in good faith is probably not a concept Diac embraces so I expect that no one in their right mind will take him on his word on that they have an "agreement in principal" and will continue to negotiate past Friday.

The fact that Diac "yanked the courts chain" on this actually works in our favor showing that Diac cannot be trusted to stick to his side of a bargain.

I just hope that if it doesn't materialize someone has the presence of mind to file something with the court to keep the action alive. If that action dies bankruptcy might not be such a bad idea.

Sosa is probably the closest contact to Turrini. I believe he was even proposed by Turrini to be a member of the board at one time.

Not much of a bribe, to be CFO of a company in trouble with the SEC, knowing SOX is going to require either the CEO or CFO to sign the corporate financials.

If anything, it was a way for Turinni to dump responsibility for bad financials on someone else without having to share management duties long term. Give her power just long enough to sign the documents as the CFO so he cannot be held liable. Might have been the reason for all the concern about getting them done ... Turrini did not want to sign on the dotted line ... wanted someone else to be able to take the fall should something in the records me amiss.

If Turrini could not get the records to Pierce before her time as CFO ran out the plan would backfire and he would be the one on the hook to sign the documents.

She is already on her way out of her job as CFO unless something has happened. According to the original 8K she was only in the job as an interim CFO.

"On April 22, 2011, Calypso Wireless, Inc. (the “Company”) appointed Kyle Pierce to serve as the Company’s Interim Chief Financial Officer for a period of six months."

That means in ten days, two days before our time is up in the state court case, she ceases to be the CFO.

Didn't really make sense to make her CFO for six months unless someone was expecting something to happen in that time frame. It might have been her choice or it might have been a management decisions. In any case it does not seem that anything substantially really has happened ... yet. There are still a few days, so who knows.

Long time since you have written. What is going on?

You are clearly not listening to me. Williams is a non-factor at this point as DRAGO2 pointed out. The shareholders paid the money for the copying, so the $87K the company raised they are using for something else.

As others have pointed out, whether the company sinks or swims is now up to management.

Very true ...

"Take the money you have in hand and find a competent lawyer that would represent us! Let him go through all these agreements and try to find some possible collusive documents. If he finds just one!everything Mr.D has gotten from Mr.T,becomes VOID! "

I think you missed a few steps. First, getting the documents from management in the first place. Not the old stuff he had, the current stuff. Second, "possible" collusion is a long way from proof in a court of law. Did you think Diac will just say "oh, guess you got me, here is everything I stole from you ... hey, lets just release that $116M judgement that I got for engaging in an illegal contract as well"(something that any descent lawyer should have known). Do you think Turrini would just say "Hey, you got me, I am going to walk away from $5-6 million in back pay I say you owe me cause you found a funny looking document". In the meantime, while we are accusing Turrini, our only witness in the state case, of fraud, a crime of moral turpitude that is grounds for impeaching a witness on the stand, Diac walks with everything. Not seeing the upside here.

This is the same simplistic nonsense DSU spouts. "The world is black and white, right or wrong." This is not to say that I think Turrini is colluding with Diac but I do think that back pay can be a powerful motive to move for quick, low dollar settlements that make him a millionaire while the stock value never gets above a few dimes.

In any case, things here are way beyond the simple answers. We are in the right market, the grey one.

I would agree that the company has wasted funds on unnecessary litigation; namely, the failed attempt to put another person on the board. Since that litigation was centered on the files and the files are being copied then I suspect that litigation will be dropped and the money spent elsewhere. I will admit, I could be wrong. But is seems that management will no longer be able to claim that there is an issue on the board considering the files are being copied and the settlement was voted on 3-1 (hardly deadlocked). It is a waste of funds particularly since we would have to pay an outrageous sum of money for this new member of the bod. Not being a good steward of the resources.

So I suspect you will find that the money spent on that litigation will be moved back over the the settlement and/or the continuation of the state case after the deadline passes. I doubt anyone is going to continue with a case after the issue is moot.

I am sorry but at this point Dave is a non-player. You are going to need to come up with some other excuse for why the company is not performing.

My point is that those were tactical considerations that weighed on what could or could not be accomplished in a court room. I did not say I liked the deal. I did not say it was the best that we could have done. I did not say we handled this litigation appropriately. What I said was that we need to get it signed an move on.

However, I am open to any reasonable course of action you have that does not involved the shareholders trying to raise $50,000 for litigation and end up with Diac picking the next board.