Re: [SLUG] [Fwd: SCO just filed to change their bylawys]

From: Frank Roberts - SOTL (sotl155360@earthlink.net)
Date: Mon Jul 07 2003 - 20:04:27 EDT


Hi All

Some thoughts on SOC but first reread this article by Forbes.

http://www.forbes.com/2003/06/18/cz_dl_0618linux.html

If I understand this correct it means that SOC is basically a subsidiary of
"The Canopy Group" even though it may be legally an independent company.

Doing a search on "The Canopy Group" the results of which was posted on Slug
it appears that "The Canopy Group" is controlled by its CEO - Ralph J. Yarro
who was at one time CEO of NOVEL.

One should here that "The Canopy Group" sued Microsoft and collected for
Microsoft unfair competition against DRDOS.

Now in relation to Unix what appears to have happened as per the posted news
articles on the web is that first Novel sold it interest in Unix indirectly
to its former CEO.
The then CEO of SOC became very Linux friendly.
Strangely following this Linux's core code was found in SOC or was it SOC's
core code was fond in Linux.
Next the CEO of SOC is replaced with a litigation specialists.
Suddenly there is a big stink by SOC about SOC code being in Linux.
Top level litigation lawyers are hired by SOC.
Now we hear that the current SOC executives are be indemnified.

Folks I may be slow - like in mentally slow - but I just don't believe that
the folks at SOC have as much say in this as !@#$%^&.

I just think the issue originates at a higher level - like the CEO of "The
Canopy Group".
So indemnification of the flunkies doesn't surprise me at all.
In fact I would suspect any sane person at SOC demand it.

Frank

On Monday 07 July 2003 18:10, Derek Glidden wrote:
> One of the other guys who works here just sent this out internally:
>
> -----Forwarded Message-----
>
> Interesting: SCO just filed a Form 8-A/A to change their bylaws,
> specifically:
>
> 1) To not: "permit stockholders to call a special meeting..."
>
> 2) To indemnify: "officers and directors against losses that they may
> incur in investigations and legal proceedings..."
>
> > The Bylaws also contain many of the provisions in the
> > Certificate described above. The Bylaws do not permit stockholders to
> > call a special meeting. In addition, the Bylaws establish an advance
> > notice procedure for matters to be brought before an annual or special
> > meeting of our stockholders, including the election of directors.
> > Business permitted to be conducted at any annual meeting or special
> > meeting of stockholders will be limited to business properly brought
> > before the meeting.
> >
> > The Bylaws also provide that the Company will indemnify
> > officers and directors against losses that they may incur in
> > investigations and legal proceedings resulting from their services to
> > the Company,
>
> Sounds like it's a last-ditch effort at SCO, to charge ahead with the
> lawsuit - and the officers know it could backfire on them...
>
> --
>
> IOW it looks like the officers have changed the rules so that they can
> spend money personally on fighting this pointless lawsuit and the
> company will reimburse them and to prevent the rest of the stockholders
> from doing anything about it. Thereby giving them a "legal" way to
> extract as much as they can from the company before leaving the empty
> shell behind. If by some miracle, the lawsuit results in some success,
> bully for them, but otherwise, the officers are still free and clear to
> rape the company for all its worth.
>
> I'm sure the other stockholders and whatever employees may be left will
> be thrilled to hear this news.
>
> Too bad I doubt this is admissable evidence for dismissing the lawsuit.



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