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SI - Site Forums : Silicon Investor - Legacy Interface Discussion (2004-2011) -- Ignore unavailable to you. Want to Upgrade?

To: Gersh Avery who wrote (3300)	1/23/2005 10:35:23 AM
From: rrufff	Read Replies (2) \| Respond to of 6035

Thanks but my post may not have been that good if there is this confusion. You need to take an entity approach. SI was part of a large company. It was GNET at one point and then I think INSP (I may be wrong about the symbols.) So, when I say "selling substantially all of its assets," an event that would likely trigger creditor protections, that would mean substantially all the assets of the entity. I believe SI was a tiny part of the entity. So it is likely that this would NOT apply. The whole idea is that you can't screw creditors by selling off your assets and going somewhere else with a new corporation. I believe, in this case, SI was a tiny part of the Seller entity. It would be like MSFT selling off a tiny software package to a new entity. You could still sue MSFT for any breach of its warranty to you, but you probably could not sue the new entity. That makes sense because MSFT is not going out of business and you would be able to recover from MSFT if you prove the elements of the case. If the new owners here either bought the shares of the old corporation and kept SI in that company OR if indeed it was a sale of substantially all assets, then you might have something to talk about, at least to ask threshhold questions. I don't think this was the case but I really don't know much about the structure of the sale. So, beyond that, one would have to prove that a subscriber was a creditor, had some enforceable interest, that there was a breach of an enforceable contract, that it was not a de minimis breach, and that there are actual damages in order to recover or get relief. (That's a very much over simplied statement, believe it or not, and I don't have the time to argue nuances. So if someone disagrees, I'll say in advance you are probably right in your thinking.) Anyway, I was trying to say that IMO the owners had substantially complied with subscribers' expectations and that although perhaps different, in many ways better but different, I doubt a successful legal case, that would have any successful result, could be made. In our system, there are plenty of lawyers who seem to want to take crappy cases in order to shake down. I'm hoping that this starts to reverse with the President's initiatives and with more and more entities standing up to shakedowns. All in my opinion and I don't profess to know the facts behind the matters or the applicable law that would cover the situation. The problem with your last paragraph is that it leads to the paralysis in our courts, and how it affects commerce, so that there is a pressing need for our system to be changed. It's why almost everyone hates lawyers, unless they are in deep trouble or want to marry one LOL. We need to get back to the mentality that existed about 30 years ago, where people sat down and were reasonable in their expectations, their negotiations and things were settled, with everyone taking a bit off the table. I also wonder whether lawyers are the disease or the symptom of a society of "me first" people, wanting to prove their point, no matter how meaningless, such that lawyers step in and try to make the meaningless points into a big thing. If I were the judge in this case, I'd rule for the owners, based on what I perceive are the facts and law of the case. They took a bad situation and substantially met or exceeded the expectations of the subscribers, irrespective of whether or not there is an actionable claim that could be made as a matter of law.