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G. Hudson  

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  • PharmAthene Vs. SIGA: Responding To J. Eiseman's Rebuttal Article [View article]
    Larry,

    Thanks for the compliment. I have enjoyed and respect debating with Jeff. I know Judge Parsons is a loose cannon so he may very well come up with an award closer to Jeff's analysis. However I believe the SC stands in his away of accomplishing that.

    As far as the unjust enrichment case, the SC has not weighed in on that as they are awaiting Judge Parsons' next ruling. My main thought is that the unjust enrichment award won't be as large as a payment stream award since its value will have to be based on the work performed by PharmAthene's team over a limited number of months in assisting SIGA launching the ST-246 drug. It will be hard for PharmAthene to prove that teams' work was worth hundreds of millions of dollars.
    Jul 31, 2014. 12:26 PM | 1 Like Like |Link to Comment
  • While We Wait For A Ruling In SIGA V. PharmAthene, One More Round With G. Hudson [View article]
    Jeff,

    Your comment:

    "whether an income stream based either on the LATS or the formula that he imposed last time would be too speculative (Again, you say "Yes" and I say "No")."

    MY REASON = I don't believe that Judge Parsons has the precedent or legal authority to impose an income stream based upon this case. It has nothing to do with being speculative. Just as he couldn't use promissory estoppel last time, I don't think there is any legal justification of a similar nature to hang his hat on.
    Jul 30, 2014. 05:27 PM | 2 Likes Like |Link to Comment
  • While We Wait For A Ruling In SIGA V. PharmAthene, One More Round With G. Hudson [View article]
    Jeff,

    Thanks for responding to my article. My article doesn't state that Judge Parsons won't or can't consider an equitable payment stream, it strictly points out that the SC's recommended remedy, as demonstrated by the case laws referenced, etc., is a choice between a lump sum expectation damage award and a reliance damage award. Here is my heading excerpt-

    "•Delaware SC has sent Judge Parsons clear instructions to consider a lump sum expectation damage or reliance damage award."

    I agree with you that Judge Parsons can and is considering all possible options to award PharmAthene a large equitable payment stream award. In fact, it won't surprise me if he actually does come up with that type of award. However, my research leads me to believe he has little, if any, precedent to award one. It will be up to the SC to determine if they let the award go through which won't be that easy.

    It will be interesting to see Judge Parsons' ruling. Also I have not and will not ever try to offend you. I would never say that anyone was ignorant especially when debating the many nuances and legal options involved in this case. I am not an attorney and am open to anyone pointing out an error in reasoning on my part. I really am trying to make sure most of my money is on the right stock. However, I now own a significant amount of both companies stock (more SIGA) since I believe both stocks are undervalued.
    Jul 30, 2014. 12:57 PM | Likes Like |Link to Comment
  • PharmAthene Vs. SIGA: Responding To J. Eiseman's Rebuttal Article [View article]
    Jeff,

    Sounds great- I look forward to reading your article. As I mention in my article, I am not concerned about my ego as to being right or wrong. I want to know the truth, supported by documentation, as to what the likely damage award will be as soon as I can determine it. If I find out information that makes me believe I am wrong about something, I then take steps to insure that my investments align with the new found information and thus am able to make the best return on my investments.

    I hope you enjoy, as I do, the process of debating this matter. Also, I hope you don't take any of my articles as being personally offensive to you. All I am trying to do is to determine the best way to get a return out of my investments. Your articles are helpful in that they challenge me to dig deeper into this matter.

    I want to assure you that I try my hardest not to get emotionally involved with any of my investments. Even after writing this article, I have continued with my research and believe the information I have found makes me even more convinced that I am right.

    I know and agree with you that Judge Parsons has many options to look at and is not constrained by the SC from looking at methods, other than promissory estoppel, to determine the damage award PharmAthene will receive. However I think the legal constraints that he faces will severely limit the methodology he can use and that the SC was trying to get him to understand the "proper remedy". I have more information to share about this but will wait to see your newest article.
    Jul 29, 2014. 11:39 AM | Likes Like |Link to Comment
  • PharmAthene Vs. SIGA: Rebutting G. Hudson's 'Potential Award' Article [View article]
    Jeff, Thanks for responding to my article. I have many points that I plan on making to counter points you have made in your article, and may respond by writing another article. Since I am busy with other projects, I will decide over the weekend as to my method of response. I know this won't surprise you but your article has not swayed my opinion of this case. I agree with you that Judge Parsons is looking at every thing he can use to justify a large award to PharmAthene but I also know this won't be easy for him since he is very concerned that the Delaware SC doesn't overturn his next ruling.

    NOTE: I own both PharmAthene and SIGA’s stock as I believe both are undervalued though I believe SIGA’s stock will significantly increase in value after the dust settles from this case. I actually added to my PIP investment when the stock recently dipped to $1.25.
    Jul 25, 2014. 08:49 AM | Likes Like |Link to Comment
  • Explanation Of Potential Damage Award In PharmAthene Versus Siga Lawsuit [View article]
    Both SIGA & PharmAthene's (NYSEMKT:PIP) share prices are currently undervalued in my opinion. Both companies share price are valued like they both will lose this legal battle. I would encourage anyone wanting more information to read my Seeking Alpha article at this link- http://bit.ly/WFwzpY "A Case For Buying Both SIGA And PharmAthene".

    Anyone investing in both of these companies at their current share price should have an almost automatic profit in the future when the dust settles from this law suit.

    (http://bit.ly/WFwx1q) 54.5 million shares X $1.34 = $73 million
    (NASDAQ:http://bit.ly/WFwx1r) 53.3 million shares X $2.73 = $146.5 million

    TOTAL MARKET CAP = $219.5 MILLION

    SIGA's current BARDA contract should enable them to have gross profits of between $283.8 MILLION & $335.8 MILLION to split between these two companies. If Judge Parsons was to split these profits evenly between the two companies, neither company would have to pay any taxes on these profits because both companies have huge Net Operating Loss carryforwards -> PIP has over $200 MILLION NOL & SIGA has over $150 MILLION so most of this gross profit will go to either one or both of these companies as CASH on their balance sheets!!!

    NOTE: Beyond the current BARDA agreement, both companies have other opportunities that should add a lot of value to both company's share price!
    Jul 24, 2014. 09:24 AM | 2 Likes Like |Link to Comment
  • Explanation Of Potential Damage Award In PharmAthene Versus Siga Lawsuit [View article]
    Here is a link to the case -

    http://bit.ly/1rzDKMZ

    RGC International Investors, LDC v. Greka Energy Corp

    Excerpt from page 32 of the above referenced Delaware SC May 24, 2013 opinion-

    "In RGC International Investors, LDC v. Greka Energy Corp.,78 although that Vice Chancellor confusingly awarded damages for both breach of an obligation to negotiate and promissory estoppel,79 he concluded that he should “award damages and security in the amount equal to what [the plaintiff] should have received” under the term sheet.80 He reasoned that the award was not speculative because the term sheet embodied “how the parties themselves agreed to value [the defendant’s] obligations to” the plaintiff.81"

    NOTE #79 for above- "See supra notes 72–74 and accompanying text (explaining that promissory estoppel cannot arise based on a promise contained in a fully enforceable contract)."

    MY COMMENT: The Delaware SC is basically saying that Vice Chancellor Stine did not have to reference promissory estoppel in this case to derive the lump sum expectation damage award he awarded.
    Jul 22, 2014. 09:40 PM | Likes Like |Link to Comment
  • Explanation Of Potential Damage Award In PharmAthene Versus Siga Lawsuit [View article]
    My answer to your comment is derived from page 21 of SIGA's January 15, 2014 reply brief on remand-

    "The purpose of awarding damages for breach of contract is to restore the non-breaching party to the position it would have been in had the breach not occurred. Duncan v. TheraTx, Inc., 775 A.2d 1019, 1022 (Del. 2001). The Court of Chancery may not award damages that exceed the parties' reasonable expectations, measured at the time of breach, regardless of bad faith conduct, real or imagined. See E.I. DuPont de Nemours & Co. v Pressman, 679 A.2d 436, 445 (Del. 1996)"

    Also here is another excerpt explaining the difference between bad faith & fraud fro Black's Law Dictionary-

    "On the comparison with fraud, which Black’s Law Dictionary equates to "bad faith", there are two important distinctions: fraud does include bad faith but bad faith does not necessarily include fraud and "people go to jail for fraud. They don’t go to jail for bad faith" (Rocking Chair Plaza v Brampton 1988 29 CPC 2d 82)."
    Jul 22, 2014. 07:18 PM | 1 Like Like |Link to Comment
  • Explanation Of Potential Damage Award In PharmAthene Versus Siga Lawsuit [View article]
    Yes I agree that Vice Chancellor has already addressed unjust enrichment but we come to different conclusions-

    Excerpt from Vice Chancellor Parsons' September 22, 2011 Opinion-

    "Conceptually, therefore, the fifth element of unjust enrichment might be satisfied. In this case, however, PharmAthene did not introduce evidence of such harm other than in connection with the overall relief it seeks based on its claims for SIGA’s breach of its contractual obligation to negotiate in good faith and promissory estoppel. A further finding of unjust enrichment would not lead to different or additional relief. Thus, I conclude that PharmAthene’s unjust enrichment claim effectively is subsumed in its breach of contract."

    MY INTERPRETATION: The relief sought currently by PharmAthene, as directed by the Delaware SC, is for expectation damages from SIGA's breach of its contractual obligation to negotiate in good faith. Since the unjust enrichment claim is subsumed by its claim for expectation damages, an unjust enrichment claim is not available even if it ends up that expectation damages can not be awarded and only reliance damages are awarded. In other words, if Judge Parsons is not able to calculate an expectation damage award with reasonable certainty, he can't just turn around and try to come up with another formula to calculate an unjust enrichment damage award.
    Jul 22, 2014. 04:48 PM | Likes Like |Link to Comment
  • Explanation Of Potential Damage Award In PharmAthene Versus Siga Lawsuit [View article]
    There has been no press release concerning this because Judge Parsons is taking his sweet time and has not ruled on this legal case even though the last hearing (1/15/14) was over 6 months ago. Apparently Judge Parsons doesn't believe in the right to a speedy trial.
    Jul 22, 2014. 02:20 PM | Likes Like |Link to Comment
  • Explanation Of Potential Damage Award In PharmAthene Versus Siga Lawsuit [View article]
    Excerpt from page 38 of the Delaware Supreme Court's May 24, 2013 Opinion-

    "we reverse the Vice Chancellor’s damages award and remand the case for
    reconsideration of the damages award consistent with this opinion."

    MY COMMENT: The SC made sure that Judge Parsons knew that when they remanded this case back to him- he needed to consider damage awards--> *** CONSISTENT WITH THIS OPINION***. The SC didn't indicate Judge Parsons had the freedom to find some off the wall idea to award PharmAthene a large damage award. Even though Judge Parsons tried to act like he had a lot of freedom, in his first follow up hearing back on August 15, 2013, to consider any damage award he wanted, he later on in that same hearing admitted that he didn't want any decision he made to be overturned again by the Delaware SC.
    Jul 22, 2014. 11:56 AM | 1 Like Like |Link to Comment
  • How The Judge Will Arrive At A Remedy In SIGA V. PharmAthene [View article]
    My point was not so much about the market's reaction (though if it was on a day with high volume, the share price would probably jump high enough that it would draw a lot of attention) but the fact that a lot of business & investor type people who normally would be paying attention will be gone. I do think Judge Parsons resents the fact that he will have to let SIGA off the hook plus he doesn't like that the Delaware SC boxed him into a hole. He has already indicated within the transcripts that he doesn't want to risk the possibility of his next ruling being overturned.
    Jul 2, 2014. 09:06 AM | 1 Like Like |Link to Comment
  • How The Judge Will Arrive At A Remedy In SIGA V. PharmAthene [View article]
    BOLD PREDICTION- So as to not attract much attention and give SIGA the benefit of a day with significant trading volume after a decision that will benefit SIGA - Judge Parsons will release his opinion late tomorrow (which will be in line with my conclusion- PharmAthene only entitled to reliance damages) (July 2nd) or early on July 3rd -> a lot of people leave early for a long weekend and trading stops at 1PM EST on Thursday 7/3/14 so not much publicity.
    Jul 1, 2014. 05:51 PM | 1 Like Like |Link to Comment
  • How The Judge Will Arrive At A Remedy In SIGA V. PharmAthene [View article]
    I want to remind everybody the Delaware SC with their ruling made it clear as to what they expect of Chancellor Parsons on page 2 of their March 24, 2013 opinion-

    "A Delaware corporation appeals from the Vice Chancellor’s finding that it
    breached a contractual obligation to negotiate in good faith and is liable under the doctrine of promissory estoppel. We reaffirm that where parties agree to negotiate in good faith in accordance with a term sheet, that obligation to negotiate in good faith is enforceable. Where a trial judge makes a factual finding, supported by the record, that the parties would have reached an agreement but for the defendant’s bad faith negotiation, we hold that a trial judge may award expectation damages. We reverse the Vice Chancellor’s promissory estoppel holding because a promise expressed in a fully enforceable contract cannot give rise to a promissory estoppel claim. We also reverse the Vice Chancellor’s equitable damages award based on his factual conclusion that the parties would have reached an agreement, so that he may reconsider the award in light of this opinion."

    2 excerpts & my thoughts-

    Excerpt 1- "we hold that a trial judge may award expectation damages."

    definition of may- "a choice to act or not, or a promise of a possibility, as distinguished from "shall" which makes it imperative."

    My thought- so if Judge Parsons finds as he already has, which is well documented, that expectation damages are not proper, he will have fulfilled this requirement

    Excerpt 2- "We also reverse the Vice Chancellor’s equitable damages award"

    My thought- I don't believe that expectation awards allow for equitable damages such as the payment stream previously awarded - therefore the SC directs Parsons- "so that he may reconsider the award in light of this opinion."

    NOTE: Note #99 in the SC ruling clearly defines how to determine expectation damages and provides Parsons with cases to understand the limitations in trying to award them.
    Jun 26, 2014. 05:08 PM | 1 Like Like |Link to Comment
  • How The Judge Will Arrive At A Remedy In SIGA V. PharmAthene [View article]
    One more point- The last sentence of note #99 sums up why Judge Parsons can't award expectation damages-

    "No recovery can be had for loss of profits which are determined to be uncertain, contingent, conjectural, or speculative."

    What the above statement of law **doesn't say**-

    1) you can split **uncertain** future profits as long as you can come up with a formula to determine the damages to be awarded

    2) Judge Parsons can use conjecture as to all the terms missing in the LATS to come up with a formula to split **uncertain** future profits

    Excerpt from note # 100 of the SC's ruling-

    "He also found “that the parties also recognized that the negotiations probably would introduce new terms and lead to some adjustment of terms expressly embodied in the LATS, while other terms in the LATS were almost certain to remain.” Id. at *35."

    NOTE: I have also been buying additional shares of both SIGA & PIP at these low share prices since they are bargain prices (ALSO NOTE: Buying a lot more SIGA than PIP)
    Jun 25, 2014. 09:34 AM | 2 Likes Like |Link to Comment
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