InterDigital Inc (IDCC)

[olddog967]

GAB: A little more background info related to your comments.

As you stated the issue related to puchasing assets was in regard to the trigger. What is now Ericcson's EMP activity was originally part of their mobile phone unit. However, during the negotiations to form the Sony-Ericcson JV, Ericcson was asking Sony for a large cash contribution to offset the value of the EMP activity. Sony refused, and the EMP activity was excluded from Ericcson's assets transferred to form the JV. I guess Nokia was arguing that since all assets were not transferred Sony-Ericcson was not a successors and assignee.

In regard to the "sequential tender provisions", these apparently refer to provisions in the PLA that allow Nokia some options in selecting a major competitor for MFL purposes. Since Nokia's pleadings on this point were heavily redacted, it is hard to tell exactly what they were referring to.

IMO it all goes back to the case that as long as the arbitrators considered these items, and had some basis no matter how tenuous, for making their decision, the award will be upheld.


Our lawyer quoted Toys R Us as precedent and a collective bargaining case, the name of which I did not hear, as another precedent. The judge questioned Mr. Flanagan on some of the wording in the PLA that related to the "purchase of all of the assets" as opposed to the wording "purchase of assets." Mr. Flynn gave a reply to the judge that seemed to satisfy him. There was also a short discussion on the meaning of purchaser vs purchasers. I believe this was relevant to the trigger issue with respect to the successors and assignee discussions (Ericy to SE). Also discussed was "sequential tender provisions", which no one in our group could follow.Mr. Flanagan closed in saying that we have come here with a needless "mountain of paper" to settle a "simple motion."