Agree, the Baxter deal was never more than a useful sideshow, and doesn't represent much more now than an annoyance. CLYW can meet the need that was intended to be met that way in many other ways... or can just choose to drop the focus altogether and work on other things instead.
More to the point:
If in fact what happened is what it appears... if the contracts were signed and the transactions were closed based on the 3 million shares, and the deal was continued with the intent to complete the deal, but stalled based only on a refusal to accept the agreed upon consideration due to a decline in the stock price... while he was selling or shorting shares from the first tranche... or because the temporary decline in the stock price was otherwise directly related to market perceptions tied directly to the value of the deal itself ? Should take about 15 minutes to resolve that problem in court.
If, as it appears, he refused the agreed upon consideration that was offered without other cause than a change in the market... the contract terms rule... and it seems to me that the two open options are:
1. The deal was properly done and all that is missing is Baxter's required performance under the agreement. CLYW has a couple of options in that case. First on the list is to do nothing and just wait for Baxter to decide to perform. In the meanwhile, the lawyers can develop alternative methods to compel compliance... if that is what CLYW wants... or plan to seek proper redress for the failure to perform as required.
My opinion is that it isn't important enough to expend the effort in enforcement. Just wait.
2. It looks like CLYW had the proper intent and fully met the terms of the agreement in good faith, and Baxter did not... when he refused to accept the agreed consideration. You might decide to simply let Baxter off the hook for his failure in non-performance... and accept that the deal was never properly completed. In that case, Baxter will have a need to return the 3 million shares... since the evidence shows he never intended to complete the deal, and refused to complete it as agreed when CLYW offered to complete the deal in good faith.
Clearly, I don't have an insiders view and might be missing relevant facts... but the only argument I've seen is the argument in favor of Baxter, which seems it is flawed on its face even without hearing the other side. At this point, my inclination, which might be different from that of the CLYW management... would be to pursue an alternative approach to meeting the need in question, while otherwise doing nothing. Baxter can choose to perform, or he can choose to back out of the deal... but he can't choose that middle path in which CLYW performs and he does not. When Baxter makes his choice, CLYW can complete the deal, or insist on the return of the 3 million shares... based on the demonstrated lack of intent and good faith required to ever enable completing the deal that was originally intended.
I don't have a problem with the concept of management deciding it is useful to discuss the problem, if not "re-open negotiations," with Baxter regarding the IP... but I don't think I would consider doing anything like that until after the 3 million shares have been returned...
In the meanwhile, CLYW may rightly contend that they performed as required under the agreements, and claim they do in fact own the rights to the IP the agreements addressed. Baxter may "try" to sell the IP to others, as the e-mail said he intended... good luck with that ...but CLYW obviously would have other claims to make arising from any such effort.
Of course, mine is all speculation, not based in fact. I still don't think it amounts to more than a small fraction of the potential value that already exists here, and it isn't worth worrying about much. What I see of it suggests only upside potential for CLYW... either CLYW gets the IP on the terms agreed, or get their 3 million shares back. And, even if CLYW lost the argument (which seems unlikely) and Baxter just went away... it is history that is done with, and better options exist now.
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