DealBook: Liberty Media Seeks Full Ownership of Sirius XM

NPE: The Scarlet Letters of Patent Ownership

The continuing outrage against patent owners deemed nonpracticing entities (NPEs, aka trolls) appears to be part of our schizophrenia over wanting an economy dominated by creative business types and hating the creative business models that foster that domination. It now appears that there are further factures in what should be deemed a bad NPE and what should be considered a good NPE. In a recent congressional hearing, there were distinctions made among patent owners that just buy patents, patents owners that may have done research for some patents and may buy other patents and university research that produces patents that are commercialized by technology transfer departments.

EADS Confirms Change in Ownership Structure

PARIS — European Aeronautic Defense & Space, the parent company of Airbus, confirmed a major overhaul of its ownership structure late Wednesday that would dissolve a decade-old arrangement that grants the governments of France and Germany an effective veto over strategic management decisions.

The balancing of national interests in EADS was enshrined in a shareholder pact that dates to the group’s creation in 2000. That agreement stipulated that the French and German stakes in EADS must be equal, and until now the two countries have each exercised control of 22.5 percent of the company through a mix of state holding companies and private-sector owners that have acted as proxies for Paris and Berlin.

Under the terms of the new agreement, KfW, a German state-owned bank, will acquire a 12 percent stake in EADS — giving Berlin its first direct stake — while France will reduce its voting rights to 12 percent from 15 percent. A Spanish government holding company will have its stake shrink to 4 percent from around 5.5 percent.

The two large private-sector shareholders that have served as proxies for Berlin and Paris are expected to substantially reduce their stakes “either immediately or in the near future,” EADS said, in part through a general buyback of up to 15 percent of its shares planned in the first quarter of next year.

The German carmaker Daimler, which holds 15 percent of EADS shares and 22.5 percent of its voting rights, said in a separate statement that it planned to reduce its holdings before the end of 2012. Daimler did not say how much of a stake it would sell, but EADS said the initial disposal would amount to a 7.44 percent stake, including a 2.76 percent stake to be sold to KfW.

Lagardère, the French magazines-to-missiles conglomerate that owns 7.5 percent of EADS, said it would sell most of its holding — 5.5 percent — back to EADS under the buyback program.

Under the new governance structure, France, Germany, Daimler and Lagardère have also agreed to relinquish special rights, granted them under the previous accord, to a veto over certain management decisions, including major acquisitions.

“The agreement aims at normalizing and simplifying the governance of EADS while securing a shareholding structure that allows France, Germany and Spain to protect their legitimate strategic interests,” EADS said.

The changes will eventually increase the “free float” of publicly traded EADS shares to more than 70 percent from 49 percent currently, EADS said.

It said it would convene an extraordinary meeting of all shareholders in the first half of 2013 to approve changes to the ownership structure and to elect a new slate of directors.

EADS proposed that the new board be comprised of 12 members, rather than 11 currently, and include “at least” 8 independent members. The majority of board directors, as well as two-thirds of the members of the group’s executive committee, would be European Union nationals, EADS added.

EADS has long sought a new shareholder arrangement that would preserve the politically sensitive balance of influence between France and Germany without subjecting key management decisions to the approval of politicians in Paris and Berlin.

The impact of such political interference was on prominent display in October, when the German government led by Chancellor Angela Merkel failed to give its blessing to the merger of EADS with BAE Systems of Britain, a deal that would have created the world’s largest aerospace group.

NPE: The Scarlet Letters of Patent Ownership

The continuing outrage against patent owners deemed nonpracticing entities (NPEs, aka trolls) appears to be part of our schizophrenia over wanting an economy dominated by creative business types and hating the creative business models that foster that domination. It now appears that there are further factures in what should be deemed a bad NPE and what should be considered a good NPE. In a recent congressional hearing, there were distinctions made among patent owners that just buy patents, patents owners that may have done research for some patents and may buy other patents and university research that produces patents that are commercialized by technology transfer departments.

DealBook: Man Claiming Facebook Ownership Arrested on Fraud Charges

John Anderson/Wellsville Daily ReporterPaul Ceglia, who claimed he owned half of Facebook, at home in 2010.

In 2010, a New York entrepreneur made an explosive legal claim: An agreement that he had with Facebook’s founder, Mark Zuckerberg, entitled him to a major stake in the social-networking giant.

Mr. Zuckerberg staunchly denied the allegation, and his lawyers insisted that the entrepreneur, Paul Ceglia, was a scam artist.

On Friday, federal authorities sided with Mr. Zuckerberg, arresting Mr. Ceglia and charging him with a multibillion dollar scheme to defraud Facebook.

Prosecutors say that Mr. Ceglia, 39, of Wellsville, N.Y., filed a sham federal lawsuit claiming to have been promised a 50 percent share of Facebook in 2003, and then doctored, fabricated and destroyed evidence to support his allegations.

“Ceglia’s alleged conduct not only constitutes a massive fraud attempt, but also an attempted corruption of our legal system through the manufacture of false evidence,” said Preet Bharara, the United States attorney in Manhattan. “Dressing up a fraud as a lawsuit does not immunize you from prosecution.”

Gonzalo Fuentes/ReutersMark Zuckerberg, the chief executive of Facebook.

Mr. Ceglia is expected to make an appearance in federal court in Buffalo on Friday afternoon. His lawyer, Dean Boland, did not immediately return a telephone call seeking comment.

The improbable claims made by Mr. Ceglia received outsized attention in part because it came at around the same time as the release of “The Social Network,” the Academy Award-winning film that told the tale of Mr. Zuckerberg’s legal battle with his Harvard schoolmates, the Winklevoss twins, over the origins of Facebook. Mr. Zuckerberg paid the Winklevosses at least $65 million to settle their case.

Since the lawsuit was first filed, Facebook’s lawyers have raised questions about Mr. Ceglia’s credibility. In 1997, he pleaded guilty to possessing hallucinogenic mushrooms. And in 2010, the New York State attorney general criminally charged him with defrauding customers in a now-defunct wood pellet manufacturing business that he had run with his wife.

Questions are now also being raised about the lawyers that represented Mr. Ceglia in his lawsuit.

In his original complaint, filed in 2010, Mr. Ceglia was represented by Paul Argentieri, a sole practitioner in upstate New York. An amended lawsuit was filed in April 2011 by Robert W. Brownlie of DLA Piper, the world’s largest law firm, and Dennis C. Vacco, a former New York attorney general now in private practice at Lippes Mathias Wexler Friedman in Buffalo.

In 2011, Mr. Brownlie of DLA Piper declined a request by The New York Times to produce the original documents backing his client’s legal claims. “That will come out during the course of litigation,” Mr. Brownlie said. “Anyone who claims this case is fraudulent and brought by a scam artist will come to regret those claims.”

Yet court records indicate that another law firm, Kasowitz Benson Friedman & Torres, had been hired by Mr. Ceglia before DLA Piper and Lippes Mathias becoming involved. Kasowitz Benson withdrew from the case and put DLA Piper and Lippes Mathias on notice that it had determined that the purported contract was a fraud.

Mr. Brownlie and Mr. Vacco later withdrew from the case. They did not return calls and e-mails seeking comment.

Mr. Ceglia’s alleged plot dates back to 2003, when Mr. Zuckerberg was a student at Harvard University. Mr. Ceglia had placed an advertisement on Craigslist looking for a programmer for an Internet business he was trying to get off the ground. Mr. Zuckerberg responded to the ad, and Mr. Ceglia agreed to pay him $1,000 for his work.

Months later, in his college dorm room, Mr. Zuckerberg started a business called Facebook.

Mr. Zuckerberg did not hear from Mr. Ceglia again until 2010, when he was served with a complaint that claimed Mr. Ceglia was entitled to a substantial ownership stake in Facebook.

According to the lawsuit, Mr. Zuckerberg had promised him a substantial interest in either “The Face Book” or “The Page Book.” Attached to the legal papers was a contract that contained language giving Mr. Ceglia an interest in Mr. Zuckerberg’s start-up. The filing also included e-mail exchanges between Mr. Ceglia and Mr. Zuckerberg that purported to show their collaboration on ideas for the social network business.

Federal prosecutors say that Mr. Ceglia’s claims were entirely false. Government investigators searched Mr. Ceglia’s hard drive and discovered the original contract, which had no reference to Facebook. And Harvard’s e-mail servers had no record of the supposed e-mails.

Facebook’s lawyers at Gibson, Dunn & Crutcher commended the Justice Department for filing criminal charges and, in statement, indicated that it would pursue possible claims against the lawyers that represented Mr. Ceglia.

“Ceglia used the federal court system to perpetuate his fraud and will now be held accountable for his criminal scheme,” said Orin Snyder, a partner at Gibson Dunn. “Facebook also intends to hold accountable all of those who assisted Ceglia in this outrageous fraud.”