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Shareholders Sue Novell Board
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."
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.
Thirty four characters live here.
"...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.
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.