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Reid v. Siniscalchi

Court of Chancery of Delaware

January 30, 2018

DENNIS A. REID, Plaintiff,
v.
VINCENZO DAVIDE SINISCALCHI, GIORGIO CAPRA, ALENIA SPAZIO, ALCATEL ALENIA SPACE ITALIA SpA (f/k/a ALENIA SPAZIO) and FINMECCANICA SpA, Defendants, and USRT HOLDINGS, L.L.C. and U.S. RUSSIAN TELECOMMUNICATIONS, L.L.C., Nominal Defendants.

          Date Submitted: October 30, 2017

          David W. deBruin, Esquire of The deBruin Firm LLC, Wilmington, Delaware; Thomas I. Sheridan, III, Esquire of Simmons Hanly Conroy LLP, New York, New York; and Derek Y. Brandt, Esquire of Brandt Law LLC, Edwardsville, Illinois, Attorneys for Plaintiff.

          Thomas A. Beck, Esquire and Rachel E. Horn, Esquire of Richards, Layton & Finger, P.A., Wilmington, Delaware and Paul J. Vincenti, Esquire and Elyse C. Pillitteri, Esquire of Vincenti & Vincenti, P.C., New York, New York, Attorneys for Defendants Alenia Spazio, Alcatel Alenia Space Italia, S.p.A. and Finmeccanica, S.p.A.

          MEMORANDUM OPINION

          SLIGHTS, Vice Chancellor

         As we approach the eleven-year anniversary of the initiation of this action, Reid v. Siniscalchi has readily secured its place as a candidate for the Jarndyce award for interminable legal proceedings.[1] Given how long the Court and the parties have been at this, it is remarkable, to say the least, that we would just now be addressing a motion for summary judgment on the ground that the Court lacks personal jurisdiction over necessary party defendants. And yet, after more than eight years of jurisdictional and merits discovery, it is now abundantly clear that the theory of personal jurisdiction asserted in Plaintiff's various pleadings, and pressed successfully by Plaintiff in response to an early-stage Rule 12(b)(2) motion to dismiss, is, in fact, a myth. That Plaintiff has managed to trade this myth as the truth for more than a decade is troubling.

         Plaintiff's claims arise from a single memorandum of agreement between U.S. Russian Telecommunications L.L.C. ("USRT") and Finmeccanica, SpA ("FIN"), the provisions of which select English law and English arbitration for dispute resolution. Apparently perceiving that the parties' choice of law and choice of forum/arbitration were no longer satisfactory, Plaintiff devised a fantasy Delaware-based conspiracy among the Defendants and pled those facts in his verified complaint as a basis to argue that this Court could exercise personal jurisdiction over the non-resident defendants. With implicit assurances that the evidence would bear out his claim, he then convinced the Court, in his response to Defendants' Rule 12(b)(2) motion, to follow him down a rabbit hole to a conspiracy "wonderland" where the Court and the parties have resided ever since. It is now time to return to reality.

         The facts underlying the parties' dispute begin simply enough. Dr. Valery Aksamentov, a Russian scientist living and working in the United States, along with several of his colleagues in the aerospace industry, founded a company to pursue a business opportunity involving the replacement and commercialization of Russian satellites. The company, nominal Defendant, USRT, was formed as a Delaware limited liability company in December 1996.

         Upon its inception, USRT engaged Plaintiff, Dennis Reid, to prepare a business plan and to assist USRT in obtaining financing for the satellite venture. When fundraising in the United States proved unsuccessful, USRT utilized the services of Defendant, Vincenzo Davide Siniscalchi, to pursue financing in Italy. This ultimately led USRT to seek financing from the Italian government. In September and October 1997, USRT representatives met with several Italian government ministers. Those meetings were facilitated by Siniscalchi and

         Defendant, Giorgio Capra, a Vice Admiral of the Italian Navy, advisor to the Italian Ministry of Defense and board member of the Italian Space Agency (a government agency). Capra eventually became "USRT's primary point of contact and advocate in Italy."[2]

         The Italian government determined that if Italy were to participate in the satellite venture, it would do so through Defendant, FIN, an Italian state-controlled entity.[3] Capra introduced USRT to FIN in December 1997, and USRT and FIN subsequently executed several memoranda of agreement "set[ting] forth the principles of agreement between them for the implementation of" a satellite development program.[4] The memorandum of agreement upon which Plaintiff's claims rest, dated May 12, 1998 (the "May 12 MOA"), is governed by the laws of the United Kingdom[5] and provides that any dispute between USRT and FIN arising in connection therewith "shall be settled" via binding arbitration under the ICC's Rules of Conciliation and Arbitration, with London, England as the venue.[6]

         Notwithstanding the clear choice of law and venue provisions in the May 12 MOA, Plaintiff initiated this action in this Court on April 9, 2007. In his verified complaint, Plaintiff alleged, among other things, the existence of a Capra-Siniscalchi-FIN conspiracy to misappropriate the satellite project from USRT for FIN's benefit. FIN responded with a motion to dismiss the complaint under Court of Chancery Rule 12(b)(2) for lack of personal jurisdiction. Plaintiff, in reply, invoked the so-called "conspiracy theory" of personal jurisdiction. Plaintiffs conspiracy theory was premised on the following elements:

■ Siniscalchi, Capra and FIN conspired to misappropriate the satellite project from USRT and, by extension, from USRT's (former) members;
■ To that end, Siniscalchi, Capra and FIN (mis)represented to USRT that USRT had to be Italian-owned to obtain Italian government financing; and thereby "induce[d]" USRT's members to transfer ownership and control of USRT to Holdings, a Delaware limited liability company formed by Siniscalchi and wholly owned by Capra as of its formation;[7]
■ Upon obtaining control of USRT, Capra caused USRT to refrain from enforcing its rights against FIN, and thereby allowed FIN to misappropriate the satellite project from USRT;
■ Thus, Siniscalchi's formation of Holdings in Delaware was a substantial act in furtherance of the Capra-Siniscalchi-FIN conspiracy, and was executed with the knowledge of Capra and FIN;
■ Accordingly, Siniscalchi's act of forming Holdings in Delaware should be imputed to Capra and FIN for jurisdictional purposes; and
■ Therefore, FIN's motion to dismiss must be denied.

         Five years of jurisdictional discovery followed. The Court ultimately denied FIN's motion to dismiss, with the expectation that the parties would engage in additional discovery.[8] In denying the motion, the Court noted that Plaintiffs evidence of a conspiracy was "not especially strong" and that "other inferences appear more probable."[9] Nevertheless, the Court determined that, at the motion to dismiss stage, Plaintiff had "alleged facts" that were sufficient to defeat the motion.[10]The Court contemplated that the personal jurisdiction issue may well be revisited following merits discovery. That is where we are now.[11]

         With the fruits of more than eight years of jurisdictional and merits discovery, FIN and its affiliates, co-defendants, Alenia Spazio ("Alenia") and Alcatel Alenia Spazio Italia, SpA (collectively, "FIN"), have moved for summary judgment on both personal jurisdiction and merits grounds. According to FIN, discovery has revealed that Plaintiff's conspiracy theory is a "sham."[12] As if to reveal the shocking twist in the final pages of a lengthy thriller novel, the now-developed evidence demonstrates that Plaintiff has managed for eleven years to misdirect the Court by projecting onto FIN his own scheme to exclude the former members of USRT from the satellite project's benefits. As it turns out, it was Plaintiff himself who (i) secretly orchestrated a takeover of USRT; (ii) maneuvered to oust USRT's management and assert control over USRT; (iii) directed, or at least, consented to the formation of Holdings to facilitate the takeover; (iv) formulated a secret plan to deprive USRT's former members of their rights to receive payments; and then (v) attempted to destroy the evidence of his plan.

         Now that Plaintiff's conspiracy theory has been exposed as a falsehood, FIN argues that Siniscalchi's act of forming Holdings in Delaware cannot serve as a basis for the Court to exercise personal jurisdiction over any of the non-resident defendants. Since the alleged Capra-Siniscalchi-FIN conspiracy is the only jurisdictional hook proffered by Plaintiff, and that hook has been revealed in the competent undisputed evidence to be a fiction, FIN urges the Court to end Plaintiff's charade by granting the motion for summary judgment for want of personal jurisdiction. For the reasons discussed below, I will gladly oblige.

         I. FACTUAL BACKGROUND

         I draw the facts from the admitted allegations in the pleadings, the materials submitted by the parties in support of and opposition to FIN's motion for summary judgment and those matters of which the Court may take judicial notice.[13] Unless otherwise indicated, I have determined that the following facts cannot fairly be disputed.

         A. Parties and Relevant Non-Parties

         Nominal Defendants, USRT and Holdings, are Delaware limited liability companies.[14] USRT's founding principals were Aksamentov, Mike Simon, David Mazaika, George Schuh, Larry Bell, Space Marketing, Inc. ("SMI"), a company founded by Mike Lawson, and International Space Enterprises, Inc. ("ISE"), a company founded by Aksamentov, Simon, Mazaika, Schuh and Bell. [15] On October 5, 1998, Holdings acquired all of USRT's membership interests. Thus, USRT presently is a wholly-owned subsidiary of Holdings.[16]

         Plaintiff, Reid, is a citizen and resident of Canada. He owns a 10% membership interest in Holdings.[17] At various times relevant to this dispute, Reid served as USRT's financial consultant, then as Chairman of USRT's Finance/Audit Committee and then as USRT's Manager and Chief Financial Officer.[18]

         Defendant, Siniscalchi, is a citizen and resident of the United States.[19] USRT engaged Siniscalchi to pursue Italian financing for USRT's satellite project. In September 1997, USRT entered into a finders agreement with a Siniscalchi-managed entity, Global Strategies Services Ltd. ("GSS"), pursuant to which GSS agreed to facilitate a joint venture transaction between USRT and certain Italian telecom companies in exchange for a success fee.[20] Following Holdings' acquisition of USRT, Siniscalchi was named as USRT's Chief Operating Officer.[21] Siniscalchi was dismissed from this action in 2007.[22]

         Defendant, Capra, is a citizen and resident of Italy and was a Vice Admiral of the Italian Navy, an advisor to the Italian Ministry of Defense and board member of the Italian Space Agency (a government agency).[23] Capra facilitated discussions between USRT and the Italian government regarding Italian financing of USRT's satellite project and became "USRT's primary point of contact and advocate in Italy." [24] It appears he was also GSS's sole owner. [25] Following Holdings' acquisition of USRT, Capra was named as USRT's Chief Executive Officer.[26]Capra never entered an appearance and Plaintiff has represented that he "no longer intends to proceed against [Capra] as a defendant in this action."[27]

         Defendant, FIN, is an Italian business entity headquartered in Rome, Italy.[28]FIN, through its ALS division, manufactured satellites and satellite parts.[29] In the mid-1990s, FIN sold satellite parts as a subcontractor to Loral, a United States manufacturer, for Yamal-100, a telecommunications satellite developed, launched, owned and operated by JSC Gascom ("Gascom") and RSC Energia ("Energia"), Russian companies involved in the replacement of Russian satellites.[30] At all relevant times, FIN was 61% owned by IRI which, in turn, was 100% owned by the Italian government.[31] Defendant, AALS, is an Italian business entity that is the successor to Defendant, ALS. ALS, in turn, was a division of FIN at all times relevant to this action.[32]

         Non-party, Jon Reed, was involved with SMI and began assisting Lawson with USRT business in early/mid-1997.[33] Reed's self-designated role was "to keep everyone [involved with USRT] in communications . . . [and to] coordinat[e] meetings, conversations, [and] paperwork."[34] By performing these tasks, Reed "became involved [with USRT] through osmosis . . . ."[35]

         Non-party, Russian Satellite Communications Company ("RSCC"), a Russian government-owned entity, was responsible for managing the commercialization and licensing of certain of Russia's geostationary orbital slots, including the slots at longitudes 14ºW, 11ºW, 40ºE, 53ºE, 80ºE, 90ºE, 96.5ºE, 99ºE, 103ºE, 140ºE and 145ºE (collectively, the "Development Slots").[36] As of March 1998, RSCC's authority to manage the commercialization and licensing of the Development Slots was transferred to another Russian company, non-party InSpace JSC ("InSpace").[37]

         B. The May 12, 1998 USRT-FIN Memorandum of Agreement

         The May 12 MOA "set[s] forth the principles of agreement between" USRT and FIN for the execution of the following satellite development projects:[38]

■ the "Gals Project, " which contemplated the "putting into service of two telecommunications satellites in the orbital slots "86.1 East and/or 110 East and/or 140 East";[39]
■ the "Small Satellites Project, " which contemplated "the putting into service of several small satellites "to provide regional services";[40]
■ the "Multimedia Project, " which contemplated "the putting into service of up to 5 satellites, to provide multimedia services";[41] and
■ the "Marathon Project, " which contemplated "the putting into service of three to five telecommunications satellites in the orbital slots "40 East and/or 90.5 East and/or 145.5 East, 13.5 West and/or 160 West."

         In the May 12 MOA, USRT and FIN "mutually acknowledge" the following:

■ that USRT, FIN and InSpace had "expressed their interest in setting up a joint venture arrangement for the phased implementation and exploitation of the Projects";[42]
■ that the first phase ("First Phase") would include "the manufacturing, putting into service and operation of two satellites relevant to the Gals Project and one or more satellites included in the projects as further agreed between [USRT, FIN and InSpace]";[43]
■ that the implementation of the First Phase was estimated to require a total investment of $650 million;[44] and
■ that USRT and FIN, "taking advantage of Italian laws and regulations, [were] expected to be able to avail themselves of . . . financing facilities for the realization of the satellites of the First Phase for a maximum amount of US$450 Million . . . . "[45]

         The May 12 MOA also provides, in relevant part:

■ that the understandings expressed therein would "be regulated by final agreements to be negotiated in good faith on the basis of the terms [thereof]";[46] provided that-
■ those final agreements would only become effective upon the satisfaction of the financing conditions specified in the May 12 MOA;[47] and
■ pending USRT and FIN's entry into those final agreements, either party could terminate the May 12 MOA on advance written notice of thirty days to the other party;[48]
■ that USRT and FIN would "undertake to pursue jointly the Projects";[49]
■ that "any action [by USRT or FIN] toward third parties [would] be previously agreed upon" between USRT and FIN;[50]
■ that neither USRT nor FIN would "undertake any action which could adversely affect the implementation of their joint business";[51]
■ that any information "relevant to" the May 12 MOA or "exchanged by the parties in the negotiations deriving therefrom" would be kept confidential and neither USRT nor FIN would disclose such information to third parties without the other's prior approval;[52] and
■ that the May 12 MOA is governed by the laws of the United Kingdom, [53] and any dispute between USRT and FIN arising in connection with the May 12 MOA "shall be settled" via binding arbitration under ICC's Rules of Conciliation and Arbitration, with London, England as the venue for arbitration.[54]

         The May 12 MOA thus defined the parameters of USRT and FIN's business relationship. It is now the focal point of Plaintiff s claims in this action.[55]

         C. Plaintiffs "Conspiracy Theory"

         Plaintiff commenced this action by verified complaint filed April 9, 2007 (the "Complaint"). The Complaint posits the existence of a Capra-Siniscalchi-FIN conspiracy to misappropriate a valuable business opportunity from USRT for FIN's benefit. Specifically, the Complaint alleges:

■ In the spring of 1998, USRT, FIN and InSpace "agreed to form a joint venture to finance, manufacture, commercialize, and exploit [Russian] satellite slots."[56]
■ During the summer of 1998, Capra, Siniscalchi and FIN "agreed to work in concert with one another to divest USRT of the benefits of the joint venture, to misappropriate USRT's assets and to usurp USRT's business opportunities."[57]
■ To carry out this conspiracy, Siniscalchi and Capra induced USRT's members to sell their membership interests in USRT to Holdings, a Delaware entity formed by Siniscalchi and wholly owned by Capra as of its formation. In this regard, Siniscalchi and Capra told "USRT that the Italian government would not [finance the satellite project] unless USRT was owned entirely by Italian citizens, " and did so at FIN's direction or with FIN's knowledge.[58]
■ USRT's members, in fact, sold their membership interests to Holdings, following which Capra appointed himself CEO of USRT, Siniscalchi COO and Reid CFO.
■ Thereafter, with Capra in control of USRT, Siniscalchi, Capra and FIN carried out the alleged conspiracy. Reid was "asked to participate in [the conspiracy], but refused and [was] promptly terminated from USRT." [59] In late 1999, FIN "began implementation (without URST's participation) of the business plan developed by USRT by launching the first replacement satellite. . . . Additional satellites have been or are planned to be launched in accordance with" USRT's business plan.[60]
■ FIN was "able to accomplish this only because of the change of control of USRT that had been effectuated in Delaware."[61]

         FIN initially moved to dismiss the Complaint based on the statute of limitations and laches, as well as for lack of personal jurisdiction. The Court dismissed the action as time-barred, but the dismissal was subsequently reversed by the Delaware Supreme Court.[62]

         On remand, the Court afforded Plaintiff the opportunity to undertake jurisdictional discovery. Five years of jurisdictional discovery followed, after which FIN moved to dismiss the Complaint for lack of personal jurisdiction and lack of standing. Plaintiff opposed the motion.

         With regard to the jurisdictional issue, Plaintiff maintained that the Court could (and should) exercise personal jurisdiction over FIN based on the "conspiracy theory" of jurisdiction.[63] According to Plaintiff, FIN "conspired with Capra and Siniscalchi to neuter USRT for the benefit of [FIN], "[64] and Siniscalchi formed Holdings in Delaware at FIN's direction-or with FIN's approval-specifically to carry out that conspiracy.[65] Thus, Plaintiff argued, Siniscalchi's formation of

          Holdings was attributable to FIN for jurisdictional purposes.[66] In support of his conspiracy theory of jurisdiction, Plaintiff proffered the following facts:

■ "[FIN], Capra and Siniscalchi told USRT that USRT had to be Italian-owned in order to obtain financing. That was a lie, and it originated with [FIN]."[67] "Thus, the central falsehood that was communicated to the former members of USRT to induce them to give up control [of USRT] originated from [FIN]."[68]
■ Siniscalchi insisted that the existence of Holdings and Holdings' acquisition of USRT be kept confidential to "reduc[e] the likelihood that the [alleged Capra-Siniscalchi-FIN] conspiracy would be discovered-while giving [FIN] plausible deniability."[69]
■ Following Holdings' acquisition of USRT, Siniscalchi fired USRT's counsel, Mallenbaum, after Mallenbaum sent a complaint letter to FIN alleging that FIN had violated the May 12 MOA.[70]Capra (or Siniscalchi) subsequently fired Reid after Reid "rejected [FIN's] bribe" to transfer USRT's rights in the satellite project to FIN.[71]
■ "In forming Holdings, acquiring USRT, firing [Plaintiff], and allowing [FIN] to violate USRT's rights, Capra (through his agent Siniscalchi) was acting" solely for FIN's benefit.[72]

          The Court denied FIN's motion to dismiss. Specifically, the Court held: "Reid alleges that [FIN] engineered a conspiracy to misappropriate a valuable opportunity for itself. He has alleged facts from which the Court can infer the existence of such a conspiracy. While Reid's evidence is not especially strong, the inferences that he makes are consistent with the record."[73]

         The parties have since engaged in three years of merits discovery, followed by choice-of-law litigation. FIN now moves for summary judgment, either for lack of personal jurisdiction or on the merits.

         D. Plaintiff's Conspiracy Debunked

         Plaintiff's conspiracy theory of jurisdiction is premised on a single Delaware act-namely, Siniscalchi's creation of Holdings. According to Plaintiff, Capra, Siniscalchi and FIN conspired to misappropriate the satellite project from USRT for FIN's benefit, and Siniscalchi formed Holdings in Delaware at FIN's direction-or with FIN's approval-in order to accomplish the misappropriation. Merits discovery, however, has proven Plaintiff's conspiracy theory to be a sham.

          1. Events Leading Up to Holdings' Acquisition of USRT

         Throughout the spring and summer of 1998, USRT's and FIN's efforts to obtain the requisite financing for the satellite project continued to fall flat.[74] During this same time, perhaps not coincidentally, USRT began to experience significant intra-company conflict.[75] Reid was frustrated with his compensation arrangements with USRT, as was Reed, and both harbored doubts that USRT's then-existing management was capable of executing the satellite project.[76] In Reid's view, what USRT needed was a "point person" who "actually [could] command leadership"[77]- "someone who [would say], 'okay, guys, I've got a handle on the whole blasted operation, and you're going to do what I'm saying.'"[78] Reed concurred.[79]

          In June 1998, Reid and Reed began developing a plan to restructure USRT and replace its existing management.[80] Reid and Reed's plan contemplated (1) that Siniscalchi and Capra would acquire equity in and operational control of USRT, and (2) that Reid and Reed would then join Capra and Siniscalchi as salaried officers and equity owners of the new Capra-controlled USRT.[81] Reid and Reed took pains to ensure that the true design of their plan was concealed from USRT's other members.[82]

         On August 2, 1998, as reflected in Reid's handwritten notes, Reed briefed Siniscalchi "with full confidentiality" on the "process" for implementing the Reid/Reed plan, and the plan's "end result."[83] The following day, USRT received a "long, angry letter" from Siniscalchi in which he sharply questioned the competence of USRT's then-existing leadership. [84] Two days later, as if on cue, Reed (with Reid's assistance) prepared and sent a letter to USRT's board in which he listed additional criticisms of USRT's management.[85]

         Shortly thereafter, USRT offered Capra employment as USRT's CEO.[86]Capra responded favorably to USRT's proposal, and suggested that USRT's offer should include a "reasonable salary, " deferred compensation and benefits.[87] He did not, however, request any equity in USRT.[88] Capra also advised USRT that he would not accept its employment offer unless USRT also retained Siniscalchi as COO.[89] This was in line with Reid and Reed's shared view that USRT needed a "point person" who "actually [could] command leadership."[90] A meeting between Capra, Siniscalchi and USRT to discuss the terms of Capra's employment was scheduled for August 28, 1998 (the "Chicago Meeting").[91] USRT advised its members that there were to be no negotiations with Capra or Siniscalchi unless Aksamentov and Lawson were involved.[92]

         In anticipation of the Chicago Meeting, Reid prepared a detailed "Discussion Points" document, a script of sorts, for Capra and Siniscalchi to follow at the meeting.[93] The document advises that Siniscalchi take certain actions-or make certain statements-at the Chicago Meeting based on the conduct of the other meeting participants or in the presence of certain people at the meeting.[94] For instance, if Bell and his attorney were present, Siniscalchi was to take offense so that the "meeting [would] not have [a] cordial start."[95]

          The day before the Chicago Meeting, Reid met covertly with Capra and Siniscalchi at the Chicago O'Hare Hilton to prepare them for the meeting.[96] Reid advised Siniscalchi to keep secret from USRT's members (other than Reed) the communications between Reid/Reed, Capra and Siniscalchi (including the fact that Reid/Reed had secretly travelled to Chicago to prepare Capra and Siniscalchi for their upcoming meeting with USRT).[97] He also gave Siniscalchi a final "Discussion Points" document for Siniscalchi and Capra's use at the meeting. This document contained various handwritten notes by Reid reflecting that all involved expected Siniscalchi and Capra to conduct themselves with "POWER!" in their negotiations with USRT.[98]

         At the Chicago Meeting, it was agreed that USRT's members would sell a 70% equity interest in USRT to Capra and Siniscalchi for $50 million upon USRT's receipt of approximately $550 million in financing from the Italian government.[99]Soon thereafter, however, Capra and Siniscalchi returned to USRT with a demand for 100% equity ownership and the immediate transfer of control of USRT to Capra/Siniscalchi.[100] Apparently fearing that the project was nearing its final breath, USRT's Board agreed to these terms.[101]

         Reid reviewed drafts of the acquisition agreement for Capra and Siniscalchi's benefit (and for his own), [102] and suggested that Capra and Siniscalchi seek revisions unfavorable to USRT's then-existing members.[103] For instance, Reid advised Siniscalchi that he should "demand, and receive all of the records of [USRT] immediately" and should "reserve the right to withhold payment of" the purchase price in the event any misrepresentations were discovered.[104] Reid also advised Siniscalchi that the acquisition agreement should include a confidentiality provision "effective immediately (to limit whatever communication [was] occurring with [FIN])." [105] Importantly, the acquisition vehicle changed as the acquisition agreement evolved under Reid's watchful eye. Initially, a Capra-controlled entity, I.T.F.S. Ltd., was to acquire USRT, but eventually it was determined that a new Delaware entity, Holdings, would be designated as the "Buyer."[106] While the acquisition negotiations were ongoing, Reid and Reed severed communications with USRT's members, and Reed "moved out of the USRT Atlanta office, removed the primary USRT computer/data base and attempted . . . to erase the files."[107]

         On October 5, 1998, USRT and its members entered into an acquisition agreement with Holdings.[108] Pursuant to that agreement, USRT's members sold their membership interests in USRT to Holdings in exchange for $300 million in revenue participation rights.[109]

         2. Events Following Holdings' Acquisition of USRT

         Upon Holdings' acquisition of USRT, Capra was named USRT's CEO and Siniscalchi was appointed COO.[110] For their part, Reid and Reed were appointed officers of USRT (CFO and President, respectively) and each received an option to obtain a 5% equity interest in Holdings (which each exercised).[111]

         Subsequently, Reid and Reed (not Siniscalchi) caused USRT's counsel, Mallenbaum, to be fired after Mallenbaum sent a complaint letter to FIN regarding its contacts with NPO-PM, a Russian satellite manufacturer.[112] Reid also developed plans to reduce revenue sharing payments to USRT's former members under the USRT-Holdings acquisition agreement.[113] Reid shared these plans with Reed via email, with instructions to "Delete, then delete from trash."[114]

         Before long, the relationship between Reed/Reid and Capra/Siniscalchi deteriorated. Reed and Reid were fired from ...


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