Contract analysis

I. INTRODUCTION Petitioner Halcyon Semiconductor AG ("Halcyon" or "Petitioner"), by and through its attorneys, Calderwood & Harkness LLP, respectfully submits this Memorandum of Points and Authorities in support of its Petition to Confirm the Final Arbitration Award (the "Award") dated August 22, 2025. The Award was issued unanimously by a three-member panel of the American Arbitration Association's International Cen

II. STATEMENT OF FACTS A. The Parties Halcyon Semiconductor AG. Petitioner Halcyon Semiconductor AG is a German Aktiengesellschaft (stock corporation) headquartered at Leopoldstraße 180, 80804 Munich, Germany. Halcyon is publicly traded on the SIX Swiss Exchange under the ticker symbol HSAG (ISIN DE000A2QRFX7). The company specializes in the design, manufacture, and global distribution of high-performance power manag

Section 3.2 — Annual Minimum Purchase Commitments. The Distribution Agreement established a schedule of annual minimum purchase commitments that escalated over the ten-year term, reflecting the parties' mutual expectation that the distribution relationship would grow over time. Under Section 3.2, Meridian was required to purchase a minimum of $28,000,000 of Halcyon products in Year 1 (calendar year 2017), with the co

Section 4.6 — Authorized Channels Only. Meridian was prohibited from reselling Halcyon products through any channel not expressly authorized by Halcyon. Section 4.6 specifically barred Meridian from diverting products to gray-market resellers, brokers, or any other unauthorized downstream purchasers. This restriction was central to Halcyon's strategy of maintaining price discipline, protecting authorized channel part

Section 7.2 — Non-Compete Clause. Meridian agreed that during the term of the Distribution Agreement, it would not distribute, market, or otherwise deal in any competing products manufactured by any third party. This non-compete obligation was a critical element of the exclusive distribution relationship; Halcyon granted exclusivity in exchange for Meridian's undivided loyalty and commitment to advancing Halcyon's ma

Section 12.4 — Personal Guaranty. As a condition of the Distribution Agreement, Calloway personally guaranteed Meridian's obligations under the agreement up to an aggregate cap of $10,000,000. This guaranty was a material inducement to Halcyon's willingness to enter into an exclusive distribution arrangement with a privately held, founder-controlled company. (Osei Decl. ¶ 11; Ex. D at § 12.4.)

Section 14.1 — Governing Law. The Distribution Agreement is governed by the laws of the State of California. (Ex. D at § 14.1.)

Section 14.3 — Arbitration. The Distribution Agreement contains a mandatory arbitration clause requiring that "any dispute, claim, or controversy arising out of or relating to this Agreement, or the breach, termination, enforcement, interpretation, or validity thereof" be resolved by binding arbitration administered by the AAA/ICDR under its International Arbitration Rules, with the seat of arbitration in Los Angeles

Section 14.5 — Prevailing-Party Fee Shifting. The Distribution Agreement provides that the prevailing party in any arbitration or litigation arising under the agreement shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing party. Additionally, Section 14.5 obligated Meridian to maintain a dedicated sales and technical support staff of no fewer than thirty-five (35) full-time eq

III. LEGAL STANDARD A. The Federal Arbitration Act's Strong Presumption in Favor of Confirmation The Federal Arbitration Act, 9 U.S.C. §§ 1–16, establishes a strong federal policy favoring arbitration and the finality of arbitral awards. As the Supreme Court has repeatedly observed, the FAA reflects a "liberal federal policy favoring arbitration agreements," and any doubts concerning the scope of arbitrable issues sh

1. A valid arbitration agreement exists between the parties, reflecting their mutual consent to submit their dispute to binding arbitration. 9 U.S.C. § 2.

2. A final and definite award has been rendered by the arbitral tribunal, resolving all claims and issues submitted to arbitration with sufficient specificity to be enforced as a judgment.

3. Timely filing of the petition for confirmation within one year of the date the award was made. 9 U.S.C. § 9.

4. Proper notice to the adverse party that a petition to confirm has been filed. See Fed. R. Civ. P. 81(a)(6)(B); Local Rules, C.D. Cal. When these requirements are met, and when none of the statutory grounds for vacatur or modification apply, the court must confirm the award and enter judgment accordingly. 9 U.S.C. § 9. Confirmation is not discretionary; it is mandatory. C. The Extremely Narrow Grounds for Vacatur U

Section 10(a) of the FAA enumerates four — and only four — exclusive grounds on which a court may vacate an arbitration award: (a)(1) Where the award was procured by corruption, fraud, or undue means; (a)(2) Where there was evident partiality or corruption in the arbitrators, or either of them; (a)(3) Where the arbitrators were guilty of misconduct in refusing to postpone the hearing, upon sufficient cause shown, or

IV. ARGUMENT A. The Award Satisfies All Requirements for Confirmation Under 9 U.S.C. § 9 The Award meets each of the four requirements for confirmation under Section 9 of the FAA, and the Court should confirm it as a matter of course.

1. A Valid Arbitration Agreement Exists The Distribution Agreement executed by the parties on September 28, 2016 contains a broad arbitration clause at Section 14.3, which provides in relevant part: Any dispute, claim, or controversy arising out of or relating to this Agreement, or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of t

2. The Award Is Final and Definite The Award was rendered unanimously by all three members of the tribunal — Presiding Arbitrator Hon. Gerald M. Osterhaus (Ret.), Claimant's Party-Appointed Arbitrator Prof. Diane K. Sørensen, and Respondent's Party-Appointed Arbitrator Victor R. Taniguchi, Esq. — on August 22, 2025. The Award resolves all claims that were submitted to arbitration, including Halcyon's claims for lost-

3. The Petition Is Timely Filed Under 9 U.S.C. § 9, a petition to confirm an arbitration award must be filed within one year of the date the award is made. The Award was issued on August 22, 2025. This Petition was filed on October 14, 2025 — fewer than two months after the Award was rendered. The Petition is therefore well within the one-year statutory period, and the timeliness requirement is indisputably satisfied

4. Proper Notice Has Been Served on Respondents Respondents and their counsel of record have been served with the Petition, this Memorandum of Points and Authorities, and all supporting papers in accordance with the Federal Rules of Civil Procedure and the Local Rules of the Central District of California. Specifically: • Respondents' counsel, Raymond Whitfield and Alana Choi of Whitfield, Carruthers & Payne LLP, 199

1. There Is No Evident Partiality Under § 10(a)(2) Respondents' first anticipated ground for vacatur is that Presiding Arbitrator Hon. Gerald M. Osterhaus (Ret.) exhibited "evident partiality" within the meaning of 9 U.S.C. § 10(a)(2), based on an alleged undisclosed prior professional relationship between Judge Osterhaus and Dr. Elias Falkenberg, lead partner of Falkenberg & Strauss GmbH, which served as Halcyon's G

2. The Tribunal Did Not Exceed Its Powers Under § 10(a)(4) Respondents' second anticipated ground for vacatur is that the tribunal "exceeded its powers" under 9 U.S.C. § 10(a)(4) by awarding $31,800,000 in lost-profits damages for the full unexpired 2.8-year term of the Distribution Agreement. This contention reflects nothing more than Respondents' disagreement with the tribunal's damages determination — a disagreeme

Section 13 of the FAA, 9 U.S.C. § 13, authorizes the court to enter judgment on an arbitration award in the same manner as if it had been rendered in an action at law. The judgment confirming the Award should therefore include the post-award interest provision on the same terms set forth in the Award. As of the date of this filing, October 14, 2025, approximately fifty-three (53) days of post-award interest have accr