Jump to content

Sprint files lawsuit againest Dish.


Rukin1

Recommended Posts

"

In its complaint, Sprint outlines why DISH’s tender offer violates the rights of Sprint and other Clearwire stockholders under Clearwire’s governing documents and Delaware law. It also details how DISH has repeatedly attempted to fool Clearwire’s shareholders into believing its proposal was actionable in an effort to acquire Clearwire’s spectrum and to obstruct Sprint’s transaction with Clearwire. Among the points the suit makes:

  • Sprint and the strategic investors invested billions of dollars in cash and assets to form Clearwire. They entered into a shareholders agreement that established their governance rights (the Equity Holders Agreement (EHA)) as to nominating and electing directors, amending the charter and bylaws, issuance of stock, and other governance matters.
  • Under Clearwire’s charter and the EHA, the DISH Tender Offer (together with the Investors Rights Agreement (IRA) and a related Note Purchase Agreement (the “NPA”)), cannot be completed without the approval of holders of at least 75% of Clearwire’s outstanding voting securities, nor without the approval of Comcast Corp., neither of which approvals have been obtained. Completion of the tender offer without such approvals is unlawful.
  • DISH’s Tender Offer, if completed, would violate Delaware corporate law and Sprint’s and the strategic investors rights under the Charter and EHA by vesting DISH with a veto power over fundamental corporate events that Delaware law places in the control of the directors or shareholders and that the EHA details how many directors and shareholders are required for action.
  • The IRA requires Clearwire to place and maintain a number of DISH designees on its board of directors in breach of the provisions in the EHA permitting Sprint to nominate 7 directors, the Significant Investors Group to nominate several other directors, and the nominating committee to nominate the remainder.
  • The IRA violates the Charter by purporting to grant DISH pre-emptive rights that are explicitly prohibited by the Charter.
  • The DISH Tender Offer is unlawfully coercive because it threatens to leave non-tendering shareholders holding shares in a company subject to governance deadlocks or substantial damage awards to DISH if Clearwire is unable to deliver on the unenforceable promises set forth in the IRA and NPA.
  • Sprint is asking for Clearwire’s Charter and the EHA to be enforced by not letting Clearwire sign the IRA or the NPA and by enjoining the tender offer.

"

Source

prettty interesting news lol.

Link to comment
Share on other sites

Guest
This topic is now closed to further replies.
  • large.unreadcontent.png.6ef00db54e758d06

  • gallery_1_23_9202.png

  • Posts

    • Luckily, that hasn't arisen in my area where I am, aside from having B14 (well, ALL of AT&T signal) not work at all in Coosa county, Alabama. I wish there was a service for first responders that would go to ANY available carrier, provider, etc..and in the absolute worst case scenario, would give us service. I've been on an ambulance, trying to find an address, and my driver actually had to pull over and we pulled out a map book and tried to find the road using the "old fashioned way".. and that takes valuable time away that sometimes may be vital to someone surviving. BUT, I will say that I've only seen that in Coosa county... both my Tmo and AT&T phones had zero service and I couldn't get GPS, and neither could my driver (VZW service). Maybe satellite will help with that in those times where that occurs.. but that's an extreme example.     Edit to add: Let me add some context to this.. Coosa county isn't regular coverage area for my job.. so it's not a regular thing that we are dispatched to Coosa county.. and actually, there's been a change and that county now has it's own ambulance service that operates.. so the only time we might receive a request is if it's a multiple casualty scenario, or it's a transfer going home from our contracted hospital.  The way that reads above, it may seem like we are just out without some sort of GPS gadget to direct us on where to go, but for the most part, we know our coverage area pretty well. Dispatch can also give us cross streets for reference inside our coverage area (and our home county). Coosa just isn't a regular area for my job to run in. 
    • "Priority" doesn't mean "exclusivity."  When emergency services don't need B14, AT&T can use it for everyone else.  The trade-off is that when it is needed for emergency services, they not only get all of B14, but they have also arranged for priority on the rest of the AT&T network as well.  Beats having spectrum sitting unused most of the time and then not having enough when disaster strikes, as it could be without a partnership with a wireless company like AT&T. - Trip
    • I've wondered if being on the first responder plan has the priority over other 'regular' lines in the same way firstnet does (or, supposed to do with B14...I've seen normal customers on AT&T hit B14 so it's not {specifically} for Firstnet only)...  
    • T-Mobile prices people pay are all over the map. The free lines are key, so take them if ever offered again.  Your priority level would be a key factor for your price.  Only T-Mobile would know the average prices people pay.  Samsung has been offering very good deals at time of new model introductions so I have gone that route for factory unlocked, which allows me to also have a Verizon priority MVNO for when T-Mobile signal fails or I manually override.
    • I also wanted to post a speed test result.. I only do these once in a while from my home area because we are gonna be the last to see changes, like load balancing.  Right now they are digging all over the place for fiber installs, so I'm not sure what the hold-up is on making the upload speed a little more in-line with download speeds, but here is the most recent from my area:   https://www.speedtest.net/my-result/a/10133670525
  • Recently Browsing

    • No registered users viewing this page.
×
×
  • Create New...