Reborn in 2010, the AI in my mind is too powerful.
Chapter 97 The Heartless Lawyer
Ted was very enthusiastic about this big deal. When Chen Yiran drove home, he found Ted already waiting for him at the door. Ted was carrying two bags of Chinese takeout: one was a combination rice dish with char siu and roast duck, and the other was stir-fried beef noodles.
Chen Yiran glanced at her phone and said, "You, whenever you come to my house for work, you have to eat too, right? Also, why did you get here so quickly? Is your law firm about to go bankrupt? You're so free."
"This is a big deal. The last time our law firm participated in a merger or acquisition like this was before the financial crisis."
Ted and Chen Yiran were already quite familiar with each other, and while talking, Ted skillfully opened the refrigerator and took out a bottle of Coca-Cola.
After getting to know him better, Chen Yiran discovered that Ted was only normal when he was at the law firm; otherwise, he was very carefree.
But it is precisely because of this affability that various startups in Silicon Valley trust him so much, including Chen Yiran.
The two of them spread the takeout boxes on the coffee table. Pidan smelled the aroma and came over to look at Ted pitifully.
Chen Yiran had already warned Ted that feeding him was strictly prohibited, so he could only pretend not to see him.
The two chatted as they ate, and Chen Yiran gave a brief account of what had happened that day.
Ted swallowed the beef noodles and pointed at the coffee table with his chopsticks.
"The renewal option framework itself is fine. Both parties hired independent evaluation agencies to take the average value plus an arbitration clause, which the underwriters approved. There wouldn't be a note during the IPO stating that there's a risk of the technology licensing being broken, but..."
"There's a twist to what you're saying, right? There's still a loophole, right? My goal is to make money. Legally and legitimately, by taking money from Mingdao. I don't want to really tie Tiya to this."
"There are still many methods. Before the ninth year, during the sixth, seventh, and eighth years, just use the board's control to distribute dividends like crazy. Drain all the money that Mingdao can draw from its account. When the ninth year renewal period arrives, Mingdao will have no money in its account. How can it renew if it has no money? It can't pay the renewal fee, causing the authorization to expire. Then it has nothing to do with you; it's Mingdao's own problem."
"Wait a minute, is this legal? Wouldn't any underwriter think of this?"
"Of course it's legal. Just do some isolation. You don't have to directly receive bonuses as management, but you can give management some benefits to let them know what to do. Underwriters don't care much; they only care whether the renewal terms themselves are fair."
Both parties hire independent institutions to resolve disputes through arbitration. This is already more standardized than 90% of IPO terms. They won't care about what happens nine years from now, as long as they don't face legal risks or damage their reputation. Besides, you'll keep receiving profits; the shareholders will be grateful to you.
Those who received dividends and sold their shares at a high price will be grateful to you. The last batch of retail investors might curse you, but nobody cares. The stock market is a legal casino; there are winners and losers.
At this moment, Pidan came over and put his face directly on Chen Yiran's leg. Chen Yiran had no choice but to pick a piece of beef from Ted's bowl, rinse it in the sink, and throw it to Pidan.
Ted was speechless: "You won't let me feed it so you can feed it yourself? It's bad for a dog's health to eat human food."
"A dog only lives for a few years, and it can't even eat something good. Getting down to business, although I explained at the end that he doesn't necessarily need me, Mingdao's EDA business has actually become a non-performing asset."
But honestly, I don't think he's that impressive. It's just buying a company, breaking it down, and selling it; what's so complicated about that? The Wall Street movies portray it as a world of billions of dollars, but when you actually meet him, four hundred million seems like four dollars—it's all about the math.
"Real deals are not complicated, especially those involving Icahn."
"What do you mean?"
"You made it very clear to him that you were there to cash out, not to run a business. You both have the same goal, so it's relatively simple. But don't underestimate him; the real battle is on our side. I don't believe he'll be completely honest; he'll definitely test the waters with the contract."
But trust our expertise; we'll find the flaws. This is standard procedure—a mutual test, and if the other party's lawyer turns out to be incompetent, that would be fantastic.
"You mean testing each other, right? So we need to make a move too?"
"Of course, whatever your ideas are, I'll help you polish them with legal language and write them in. If the other party doesn't circumvent it, we'll have a huge advantage."
Chen Yiran thought about it for a moment and decided not to bother with this formality. It wasn't that he was of high moral character, but mainly he didn't believe that Icahn's lawyers would be unable to get the case.
But then, the wicked Jasmine reappeared.
"Give it a try, give it a try. I have a good idea. When we sign the documents, there will definitely be several appendices. The main equity agreement will be impossible to tamper with. But we can secretly ask for money in the technology service agreement section."
For example, Tiya's continuous optimization and process node adaptation: a technical service fee of 15% of OPC's annual revenue. Zhuque's unified EDA interface operation and maintenance: a fixed fee of five million US dollars per year. GPU cluster scheduling and CUDA underlying support: three million US dollars per year. Wafer fab customized adaptation: charged on a project basis, two million US dollars per wafer fab in the first year, and one million US dollars per year thereafter.
While we aim to profit from the subsequent IPO, wouldn't it be better to secure substantial technical service fees in the initial years? In fact, while an IPO seems lucrative, cashing out can be quite cumbersome. We could also poach some of Mingdao's technical staff, ostensibly to streamline Mingdao, and outsource this aspect. This would make the financial statements look better, and we could then collect the outsourcing service fees on the spot.
It's all Icahn's money anyway.
Chen Yiran didn't think the idea was very good, but she couldn't refuse Jasmine's request, so she still mentioned it to Ted.
Ted looked at Chen Yiran with a very strange expression: "You're really ruthless. This idea is brilliant. Although it's blatantly asking for money, each item individually is a reasonable charge. Even though you're using Tiya's exclusive usage rights as an investment, it's not said to be free. You can leave that vague and then charge for it in the later technical details."
We can also deliberately write the technical template in an obscure and difficult-to-understand way, and make it thicker, collecting payment under different names. Ideally, this payment should be reciprocal. In some places, we can add clauses to create loopholes, so that their lawyers focus their attention on clauses regarding our timely delivery of updates or penalties for failure to do so.
Then we can deliberately include this penalty in the profit sharing, meaning that if there's a problem, you'll get a smaller share of the profits. This will lull them into a false sense of security, making them link these technical costs to profit sharing.
Chen Yiran was a little afraid of ruining the deal in the end, so he decided not to make the first move: "How about this, you have a preliminary talk with them first. If you find that they are trying to take advantage of you, we will start working on it too. If it works out, it will be worth hundreds of millions of US dollars."
Ted laughed and said, "Don't worry, Wall Street has its advantages. Our Silicon Valley law firms have ours too. They can basically only fool people, while our law firms are all well-rounded in both arts and sciences."
As the two were talking, Chen Yiran's phone rang.
It was Catherine calling. She said in a helpless tone, "Red One, Red One."
This is the combat code that Chen Yiran created at the company that day when he had a bout of adolescent delusions.
Red No. 1 refers to the lawsuit filed against them by Synaptics.
Chen Yiran sighed and said to Ted, "Today is your good day, you have business again. Don't think about cheating others yet, help me take a look at this lawsuit first."
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