gammaray
-- ERC was administratively
-- dissolved by the state of Arizona for not filing annual
-- report.
Right so far.
-- do not see where the patent rights to motor lapsed to
-- anything other than Galtech.
Incorrect -- you'll see why in a sentence or two.
-- The key word is "administratively". It means to
-- me that patents just as equipment or any other property
-- would revert to the parent company which was Galtech.
Your assumption is incorrect.
A subsidiary is a separate corporation -- it shares are held by a "parent" corporation, but it's otherwise independent, and can go independently bankrupt, etc.
When a company is "administratively dissolved" it simply ceases to exist for most purposes. It can no longer bring law suits. It can no longer conduct business. It can no longer hold property. Corporate status is at the will of the state, and if Arizona says the company is gone, it's gone. Often in these situations a company can be revived by paying back taxes and filing missing annual reports (etc .) but after a certain stage that's either not possible, or not practical.
I know this because as a corporate attorney in 1987 I was invovled with a company that had been dissolved. It was discovered that it held property that had suddenly become valuable, but to get the benefit of the value the company had to be revived -- if practical. Unfortunately, we decided it would be too difficult and expensive to revive --not worthwhile.
So this is different than some sort of orderly dissolution or bankruptcy where a company's assets are distributed.
Patents are a special case, however, because they're sometimes granted on "conditions subsequent" -- such as (to use nonlegal language to make a point) "I assign this patent to you, but in the event you should become banktrupt, the ownership will revert to me". It's a lot like real estate, where you can sell property subject to the condition that it not be used "for amusement park purposes" -- and if that condition is violated, ownership would revert to the person that sold it on that condition.
So maybe GTSM's motor patent reverted when its subsidiary was dissolved -- BUT IT WOULD NOT HAVE REVERTED TO gtsm THE PARENT CORPORATION. It would have gone, if it went anywhere, to the original patent grantors -- the inventors, most likely -- which is why I'm not surprised the patent is in their hands again. My theory is there was a dispute about this, with the inventors claiming the patent had reverted to them -- and GTSM's press release effectively admits that, with a lot of window dressing, and (in settlement perhaps) rights to GTSM in the form of some sort of claim to revenue if the motor ever gets funded, and ever produces revenue. It's more likely to produce hype as a stock market ploy, but... well you know my attitude about this crew.
- Charles |
