Understanding the Novell Deal (and when we’ll learn more)

“Two days have now passed since Novell announced the high-level
terms of its proposed sale, and so far the press has not been able
to prize any additional details out of the parties involved. As a
result, speculation is rife on several key points, and especially
with respect to the 822 patents that Novell proposes to sell to a
consortium of companies, only one of which has been disclosed:
Microsoft.

“Given this dearth of information and the fact that I’ve been a
transactional lawyer for over 30 years, I’ll use this blog entry to
lay out those things that can be known, those that can’t (yet) be
known, and when we can expect additional disclosures. (This is a
long blog post, so if you have a short attention span and only care
about Linux, that bit is at the end.)

“First, though, some ground rules and disclaimers: This blog
entry is not based on access to the detailed documents summarized
in the 8-K. As a result, what I am providing are my assumptions
based on typical deal practice as I have experienced it. This means
that this blog entry absolutely does not represent legal advice to
anyone – and especially not to any Novell stockholder that
may be considering whether or not to vote to approve the
transactions discussed below, or to buy or sell Novell stock in the
meantime.”

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