UNITED STATES DISTRICT COURT FOR THE CENTRAL DISTRICT OF CALIFORNIA
I, Hon. Gerald M. Osterhaus (Ret.), hereby declare under penalty of perjury pursuant to 28 U.S.C. § 1746 as follows:
1. I am over eighteen (18) years of age, am competent to testify regarding the matters set forth herein, and make this declaration based upon my own personal knowledge. If called as a witness, I could and would testify competently to the facts stated in this declaration.
2. I submit this declaration in support of Petitioner Halcyon Semiconductor AG's ("Halcyon" or "Petitioner") opposition to the cross-motion to vacate the arbitration award filed by Respondents Meridian Dynamics Inc. ("Meridian") and Derek Calloway (collectively, "Respondents"). The purpose of this declaration is to provide the Court with a complete and accurate account of my professional background, my compliance with all applicable disclosure obligations in the underlying arbitration, and the nature and extent of my sole prior professional contact with Dr. Elias Falkenberg of Falkenberg & Strauss GmbH, counsel for Halcyon in the arbitration.
I. PROFESSIONAL BACKGROUND AND QUALIFICATIONS
3. I am a retired justice of the California Court of Appeal, Second Appellate District, Division Four. I served on the appellate bench for approximately seventeen (17) years, from 2001 until my retirement in 2018. Prior to my appointment to the Court of Appeal, I served for six (6) years as a judge of the Los Angeles County Superior Court, where I was assigned to the complex civil litigation program and presided over numerous commercial, intellectual property, and international trade disputes. In total, I served on the bench for approximately twenty-three (23) years.
4. Since my retirement from the bench in 2018, I have maintained an active practice as an independent arbitrator and mediator, focusing on complex commercial disputes, international trade matters, distribution and licensing agreements, and technology-sector controversies. I maintain offices in Los Angeles, California.
5. I am a member of the American Arbitration Association's ("AAA") National Roster of Arbitrators and am listed on the International Centre for Dispute Resolution's ("ICDR") Panel of International Arbitrators. I am also a member of the panel of arbitrators maintained by JAMS and have served as an arbitrator under the rules of the International Chamber of Commerce ("ICC") International Court of Arbitration. Since the commencement of my post-judicial career in 2018, I have served as a sole arbitrator or as a member of a three-person arbitral tribunal in approximately forty-seven (47) arbitration proceedings administered by the AAA, ICDR, JAMS, and the ICC. Additionally, I have served as a mediator in approximately thirty-two (32) proceedings during that same period.
6. My primary areas of expertise include complex commercial disputes involving breach of contract, licensing and distribution agreements, international supply chain disputes, cross-border enforcement of arbitral awards, trade secret and proprietary information disputes, and technology transactions. I have authored or co-authored several articles on arbitration practice published in the Northgate & Co., the Dispute Resolution Journal, and the Los Angeles Lawyer, and I have lectured on arbitration and alternative dispute resolution at continuing legal education programs sponsored by the AAA, the California State Bar, the Los Angeles County Bar Association, and various law schools.
7. I hold a Juris Doctor degree from the University of California, Los Angeles School of Law (1975) and a Bachelor of Arts degree in Economics from Stanford University (1972). I am admitted to the California State Bar (inactive judicial status) and am a Fellow of the Chartered Institute of Arbitrators (FCIArb).
II. APPOINTMENT AS PRESIDING ARBITRATOR IN AAA/ICDR CASE NO. 01-24-0003917
8. The underlying arbitration at issue in this proceeding is captioned Halcyon Semiconductor AG v. Meridian Dynamics Inc., AAA/ICDR Case No. 01-24-0003917 (the "Arbitration").
9. The claimant in the Arbitration, Halcyon Semiconductor AG ("Halcyon"), is a German Aktiengesellschaft (stock corporation) organized under the laws of the Federal Republic of Germany, registered under commercial registration number HRB 241873 with the Amtsgericht München (Munich Local Court), and headquartered at Leopoldstraße 180, 80804 Munich, Germany. Halcyon is a publicly listed company whose shares are traded on the SIX Swiss Exchange under the ticker symbol HSAG. Halcyon is a leading developer and manufacturer of advanced power management integrated circuits and silicon carbide switching modules used in automotive, industrial, and renewable energy applications.
10. The respondent in the Arbitration, Meridian Dynamics Inc. ("Meridian"), is a corporation organized under the laws of the State of Delaware, with its principal place of business located at 2750 Barranca Parkway, Suite 400, Irvine, California 92606. Meridian operates as a distributor of semiconductor components and electronic subsystems in the United States market.
11. The Arbitration arose out of a dispute between Halcyon and Meridian concerning an Exclusive Distribution Agreement dated September 28, 2016 (the "Distribution Agreement" or "Agreement"). Under the terms of the Distribution Agreement, Meridian was granted exclusive rights to distribute in the United States certain of Halcyon's semiconductor products, specifically Halcyon's power management integrated circuits designated as the PMIC Series HX-400 through HX-900, as well as Halcyon's silicon carbide switching modules designated as the SiC Series SC-200 through SC-500. The Distribution Agreement contained detailed provisions regarding minimum purchase commitments, territory restrictions, reporting obligations, gray-market anti-diversion covenants, and the parties' respective rights and obligations with respect to pricing, marketing, and technical support.
12. On April 8, 2024, Halcyon filed its Demand for Arbitration with the ICDR, asserting claims against Meridian for material breach of the Distribution Agreement, including, among other things, failure to meet minimum purchase commitments, unauthorized diversion of Halcyon products outside the approved distribution channels (gray-market diversion), failure to provide accurate and timely sales reporting, and other breaches of the contractual covenants. The Demand for Arbitration invoked the arbitration clause set forth in Section 14.3 of the Distribution Agreement, which provided for arbitration of all disputes arising out of or relating to the Agreement under the ICDR International Arbitration Rules.
13. In accordance with the ICDR Rules and the arbitration clause of the Distribution Agreement, a three-member arbitral tribunal was constituted on June 19, 2024. I was selected as Presiding Arbitrator through the AAA/ICDR's standard ranking and selection process, in which the ICDR proposed a list of potential presiding arbitrators to the parties, each party ranked the candidates and struck any unacceptable candidates, and the ICDR appointed the highest-ranked mutually acceptable candidate. I was so appointed.
14. The two co-panelists on the tribunal were as follows:
(a) Prof. Diane K. Sørensen, who served as the claimant's (Halcyon's) party-appointed arbitrator. Professor Sørensen is an adjunct professor of international commercial law at Westbrook University School of Law and maintains an active practice as an independent arbitrator specializing in cross-border commercial and investment disputes.
(b) Victor R. Taniguchi, Esq., who served as the respondent's (Meridian's) party-appointed arbitrator. Mr. Taniguchi is an independent arbitrator and former partner at Gessler Hahn LLP, where he practiced commercial litigation and international arbitration for over twenty-five years before establishing his independent arbitration practice.
15. The seat of the Arbitration was Los Angeles, California. Pursuant to Section 14.1 of the Distribution Agreement, the substantive law governing the parties' rights and obligations under the Agreement was the law of the State of California. Pursuant to Section 14.3 of the Distribution Agreement, the Arbitration was conducted under the ICDR International Arbitration Rules (the "ICDR Rules").
III. DISCLOSURE OBLIGATIONS AND COMPLIANCE WITH AAA/ICDR REQUIREMENTS
16. Upon my nomination as Presiding Arbitrator, I was required to complete and submit the AAA/ICDR's standard Arbitrator Disclosure Questionnaire and the Oath of Arbitrator. I understand and have always understood my disclosure obligations to be of the utmost importance, and I take those obligations seriously.
17. Under Article 13 of the ICDR International Arbitration Rules, a prospective arbitrator is required to disclose to the ICDR "any circumstances likely to give rise to justifiable doubts as to the arbitrator's impartiality or independence." This duty is a continuing one and extends throughout the arbitration proceeding. In addition, Canon II of the Code of Ethics for Arbitrators in Commercial Disputes (the "AAA Code of Ethics"), jointly promulgated by the AAA and the American Bar Association, requires arbitrators to disclose "any existing or past financial, business, professional, family, or social relationships" that are likely to affect impartiality or that might reasonably create an appearance of partiality. The standard disclosure questionnaire administered by the AAA/ICDR is designed to capture all such relationships and circumstances.
18. I completed and submitted my Arbitrator Disclosure Questionnaire on or about June 19, 2024, concurrent with the formal constitution of the tribunal. On my disclosure form, I was required to identify and describe any past or present relationships with the parties to the Arbitration (Halcyon Semiconductor AG and Meridian Dynamics Inc.), their counsel, their officers, directors, and employees, as well as any known witnesses, experts, or other participants in the proceeding. The disclosure form also required me to identify any circumstances that might give rise to justifiable doubt as to my impartiality or independence, including any prior service as an arbitrator or mediator in proceedings involving any of the parties or their counsel.
19. In my disclosure form, I identified and disclosed the following:
(a) With respect to Halcyon's counsel in the Arbitration, Falkenberg & Strauss GmbH (lead partner Dr. Elias Falkenberg, Maximilianstraße 35, 80539 Munich, Germany), I disclosed that I was aware of Dr. Elias Falkenberg from a single prior co-appearance on a continuing legal education ("CLE") panel in 2019. The nature and extent of that contact are described in detail in Section IV of this declaration.
(b) With respect to Meridian's counsel in the Arbitration, Whitfield, Carruthers & Payne LLP (lead partner Raymond Whitfield, senior associate Alana Choi, 1999 Avenue of the Stars, Suite 2800, Los Angeles, California 90067), I disclosed that I had no prior relationship of any kind with that firm or any of its attorneys. I had never met, corresponded with, or appeared on any panel or program with Mr. Whitfield, Ms. Choi, or any other attorney at Whitfield, Carruthers & Payne LLP.
(c) I further disclosed that I had no prior relationship with any of the parties, their officers, directors, or employees, or with any of the co-panelists, witnesses, or experts identified at that time.
20. My completed Arbitrator Disclosure Questionnaire was transmitted by the ICDR to counsel for both parties in the Arbitration in accordance with the ICDR's standard procedures. The ICDR Rules provide that a party may challenge an arbitrator's appointment within a specified period following receipt of the arbitrator's disclosures. No objection to my appointment or to the sufficiency of my disclosures was raised by either party within the time period prescribed by the ICDR Rules, or at any time thereafter.
21. Specifically, and for the avoidance of doubt, neither Meridian nor its counsel at Whitfield, Carruthers & Payne LLP raised any challenge to my appointment, any objection to my disclosures, or any concern regarding my impartiality or independence at any point during the entirety of the Arbitration proceedings. No such challenge or objection was raised during any of the procedural conferences, during the preliminary hearing, during the seven days of evidentiary hearing (October 14–18, 2024 and November 4–5, 2024), during the post-hearing briefing period, or at any time prior to the issuance of the Final Award on August 22, 2025. The Arbitration proceeded from constitution of the tribunal through issuance of the Final Award—a period of approximately fourteen months—without any party questioning my impartiality or the adequacy of my disclosures.
IV. NATURE AND EXTENT OF PRIOR CONTACT WITH DR. ELIAS FALKENBERG
22. As disclosed on my Arbitrator Disclosure Questionnaire, my sole prior professional contact with Dr. Elias Falkenberg of Falkenberg & Strauss GmbH consists of a single appearance together on a CLE panel in 2019. I describe the full nature and extent of that contact below.
23. In October 2019, I was invited to serve as a panelist at the International Commercial Dispute Resolution Forum, an annual conference organized by the Global Arbitration Law Institute ("GALI") and held that year at the Millennium Biltmore Hotel in Los Angeles, California. The specific panel on which I appeared was entitled "Cross-Border Enforcement of Arbitral Awards: Navigating the New York Convention in an Era of Expanding Judicial Review." The panel was moderated by Professor Charlotte M. Vásquez of Georgetown University Law Center and included four panelists: myself; Dr. Elias Falkenberg of Falkenberg & Strauss GmbH (Munich, Germany); the Honorable Justice Margaret Leung (Ret.) of the Hong Kong Court of Final Appeal; and Mr. Rajesh Sundaram, a partner at Bhatt & Sundaram LLP (New Delhi, India). The panel discussion lasted approximately seventy-five (75) minutes and was followed by a brief audience question-and-answer period of approximately fifteen (15) minutes.
24. Each panelist presented independently and spoke from his or her own prepared remarks. I did not co-author any written materials, articles, papers, or presentation slides with Dr. Falkenberg in connection with this panel or otherwise. I did not collaborate with Dr. Falkenberg on the substance of the panel discussion, and we did not coordinate our respective presentations in advance. Each panelist was responsible for his or her own portion of the program, and the panel moderator, Professor Vásquez, directed the flow of the discussion.
25. My interaction with Dr. Falkenberg in connection with the 2019 CLE panel was limited to the panel discussion itself and the customary brief exchanges that occur among co-panelists at such events—namely, introductions and pleasantries before and after the session. To the best of my recollection, I exchanged brief greetings with Dr. Falkenberg in the speakers' staging area prior to the panel and shook his hand following the conclusion of the session. I do not recall any substantive private discussion with Dr. Falkenberg regarding any pending or future legal matter, any party, any case, or any professional engagement. The interaction was wholly unremarkable and typical of the brief courtesies exchanged among participants at large legal conferences.
26. At no time before, during, or after the 2019 CLE panel have I been retained, employed, or compensated in any capacity by Falkenberg & Strauss GmbH or by any of its partners, associates, or clients, including Halcyon Semiconductor AG. I have never served as an arbitrator, mediator, expert, consultant, or advisor in any other matter in which Falkenberg & Strauss GmbH, Dr. Falkenberg, or any attorney affiliated with that firm served as counsel, advisor, or party representative.
27. Since the 2019 CLE panel, I have had no further professional or personal contact whatsoever with Dr. Elias Falkenberg. I have not exchanged any phone calls, emails, text messages, letters, or other correspondence with Dr. Falkenberg. I have not attended any meetings, dinners, social engagements, or other events with Dr. Falkenberg. I have not communicated with Dr. Falkenberg through any social media platform, professional networking site, or other electronic medium. In sum, the totality of my interaction with Dr. Falkenberg consists of the single CLE panel co-appearance described above and the brief, customary exchanges incident thereto.
28. I do not consider Dr. Falkenberg to be a personal acquaintance, a colleague, or a professional associate. Our sole interaction was a single co-appearance at a public continuing legal education event attended by hundreds of legal professionals, and that interaction occurred more than five years before the issuance of the Final Award in the Arbitration.
V. ABSENCE OF FINANCIAL INTEREST OR ONGOING RELATIONSHIP WITH ANY PARTY OR COUNSEL
29. I have no financial interest, whether direct or indirect, in Halcyon Semiconductor AG. I do not own, and have never owned, any shares of Halcyon stock traded on the SIX Swiss Exchange under the ticker symbol HSAG (ISIN: DE000A2QRFX7). I do not hold, and have never held, any options, warrants, convertible instruments, or derivative securities linked to, or based upon the performance of, Halcyon Semiconductor AG or its securities. I have no ownership interest in any fund, partnership, trust, or other investment vehicle that, to my knowledge, holds a position in Halcyon Semiconductor AG securities.
30. I have no financial interest, whether direct or indirect, in Meridian Dynamics Inc. (Employer Identification Number: 83-2047561). I do not hold, and have never held, any equity, debt, or other financial interest in Meridian or in any entity controlled by, affiliated with, or related to Meridian, its officers, or its principals, including Derek Calloway and Janet Shin.
31. I have no financial interest, whether direct or indirect, in any of the following entities that were parties to, or participated in, the Arbitration or the present proceedings before this Court:
(a) Falkenberg & Strauss GmbH (German counsel for Halcyon in the Arbitration);
(b) Calderwood & Harkness LLP (United States counsel for Halcyon in the present proceedings before this Court);
(c) Whitfield, Carruthers & Payne LLP (counsel for Meridian in both the Arbitration and the present proceedings);
(d) Pinnacle Forensic Advisory LLC (the forensic accounting firm retained by Halcyon in connection with its damages analysis in the Arbitration);
(e) Brindoval National Bank (identified in the Arbitration as one of Meridian's financing sources and a repository of certain financial records produced in discovery); and
(f) Solaris Chip Technologies Ltd. (an entity identified in the Arbitration as an alleged recipient of gray-market diverted Halcyon products).
32. Other than my appointment as Presiding Arbitrator in AAA/ICDR Case No. 01-24-0003917, I have never been retained by, employed by, or received any compensation from any of the parties to the Arbitration, their affiliates, their respective counsel, or any entity associated with any of those parties. I have never served in any professional capacity—whether as arbitrator, mediator, judge, counsel, expert, consultant, or otherwise—for the benefit of, or at the request of, any of those parties or their counsel (other than my service as Presiding Arbitrator in the Arbitration at issue).
33. I have no personal, familial, or social relationship with any of the following individuals who were identified as participants, witnesses, or representatives in the Arbitration or in the present proceedings before this Court:
(a) Dr. Katharina Reinhardt, General Counsel of Halcyon Semiconductor AG;
(b) Marcus Pfeiffer, Senior Vice President, Global Sales of Halcyon Semiconductor AG;
(c) Derek Calloway, Chief Executive Officer of Meridian Dynamics Inc. and a named Respondent in the present proceedings;
(d) Janet Shin, Chief Financial Officer of Meridian Dynamics Inc.;
(e) Linda Osei, Partner at Calderwood & Harkness LLP;
(f) Theodore Langston, Of Counsel at Calderwood & Harkness LLP;
(g) Patrick Gallagher, Associate at Calderwood & Harkness LLP;
(h) Simone Laroche, Associate at Calderwood & Harkness LLP;
(i) Raymond Whitfield, Partner at Whitfield, Carruthers & Payne LLP;
(j) Alana Choi, Senior Associate at Whitfield, Carruthers & Payne LLP;
(k) Dr. Renata Moss, Managing Director at Pinnacle Forensic Advisory LLC and Halcyon's damages expert in the Arbitration;
(l) Prof. Diane K. Sørensen, Claimant's party-appointed arbitrator; and
(m) Victor R. Taniguchi, Esq., Respondent's party-appointed arbitrator.
34. The sole compensation I received in connection with the Arbitration was my arbitrator's fee, which was paid by the parties through the AAA in accordance with the ICDR's published fee schedule and the tribunal's procedural orders regarding the allocation of costs. That fee was the standard fee applicable to presiding arbitrators under the ICDR fee schedule and was shared equally by the parties during the pendency of the proceedings, subject to the cost allocation determined in the Final Award. I received no other compensation, payment, gift, benefit, or consideration of any kind from any party, counsel, witness, or other participant in the Arbitration or the present proceedings.
VI. THE FINAL AWARD
35. The tribunal conducted a thorough and comprehensive evidentiary hearing over seven (7) days, spanning October 14–18, 2024 and November 4–5, 2024. The hearing was held at the AAA's hearing facility in Los Angeles, California. During the evidentiary hearing, the tribunal received extensive documentary evidence, including hundreds of exhibits produced by both parties during the discovery phase of the Arbitration. The tribunal also heard live testimony from fact witnesses presented by both Halcyon and Meridian, as well as expert testimony, including the expert report and testimony of Dr. Renata Moss, Managing Director at Pinnacle Forensic Advisory LLC, who testified regarding Halcyon's damages.
36. Following the conclusion of the evidentiary hearing, the parties submitted post-hearing briefs and reply briefs in accordance with the procedural schedule established by the tribunal. The tribunal then engaged in extensive deliberation among its three members—myself, Professor Sørensen, and Mr. Taniguchi—over a period of several months, during which we carefully reviewed and analyzed the evidentiary record, the applicable law, the parties' submissions, and the terms of the Distribution Agreement.
37. On August 22, 2025, the tribunal issued a unanimous Final Award (the "Final Award" or the "Award"). The Final Award found Meridian Dynamics Inc. liable for material breach of the Exclusive Distribution Agreement dated September 28, 2016, and awarded Halcyon Semiconductor AG total damages in the amount of Forty-Seven Million Three Hundred Thousand Dollars ($47,300,000.00), comprising the following components:
(a) Lost Profits: $31,800,000.00, representing the profits lost by Halcyon as a result of Meridian's failure to meet its minimum purchase commitments and its breach of the exclusivity and territory provisions of the Distribution Agreement;
(b) Shortfall Damages: $9,200,000.00, representing the contractual shortfall damages calculated under Section 7.4 of the Distribution Agreement based on the difference between Meridian's actual purchases and its minimum purchase commitments for the relevant contract years;
(c) Gray-Market Diversion Damages: $4,100,000.00, representing damages sustained by Halcyon as a result of Meridian's unauthorized diversion of Halcyon products to gray-market channels and unauthorized third-party distributors, including Solaris Chip Technologies Ltd., in violation of Section 5.2 of the Distribution Agreement; and
(d) Attorneys' Fees and Arbitration Costs: $2,200,000.00, representing Halcyon's reasonable attorneys' fees and costs incurred in prosecuting the Arbitration, awarded pursuant to Section 14.5 of the Distribution Agreement, which provides for recovery of fees and costs by the prevailing party.
38. In addition to the foregoing damages, the Final Award provided for post-award interest at the rate of ten percent (10%) per annum on the total damages amount, calculated from the date of the Award until the date of payment, pursuant to California Civil Code Section 3289, subdivision (b).
39. The Final Award was unanimous. All three members of the tribunal—myself, Professor Diane K. Sørensen (Claimant's party-appointed arbitrator), and Victor R. Taniguchi, Esq. (Respondent's party-appointed arbitrator)—concurred in the findings of liability and in the award of damages as set forth above. No dissenting or separate opinion was filed by any member of the tribunal. The fact that Mr. Taniguchi, who was appointed by Respondent Meridian, joined in the Award without dissent underscores the strength of the evidentiary record and the soundness of the tribunal's legal analysis.
40. I state unequivocally that my analysis and decision-making in the Arbitration were based solely and exclusively on the evidence and arguments presented by the parties during the course of the proceeding, the applicable substantive law (the law of the State of California), the procedural framework established by the ICDR Rules and the tribunal's procedural orders, and the express terms of the Distribution Agreement. At no point during the Arbitration—from the constitution of the tribunal through the issuance of the Final Award—did my prior CLE panel co-appearance with Dr. Elias Falkenberg influence, or have any bearing whatsoever on, my evaluation of the merits of the parties' claims and defenses, my assessment of the credibility of the witnesses, my analysis of the damages evidence (including Dr. Moss's expert report), or the outcome of the Final Award in any respect. The suggestion that a single, brief CLE panel appearance in 2019 could have any impact on the deliberative process of an experienced jurist and arbitrator is without foundation.
VII. RESPONSE TO RESPONDENTS' ALLEGATIONS OF EVIDENT PARTIALITY
41. I am aware that Respondents, through their counsel at Whitfield, Carruthers & Payne LLP, have filed a cross-motion to vacate the Final Award in which they allege, inter alia, "evident partiality" on the part of the Presiding Arbitrator under Section 10(a)(2) of the Federal Arbitration Act, 9 U.S.C. § 10(a)(2). Respondents' evident-partiality challenge is premised on a purported undisclosed "prior professional relationship" between me and Dr. Elias Falkenberg, lead partner at Falkenberg & Strauss GmbH, which served as Halcyon's German counsel in the Arbitration.
42. I state that Respondents' characterization of my contact with Dr. Falkenberg as a "prior professional relationship" is inaccurate and misleading. As set forth in detail in Section IV of this declaration, my sole contact with Dr. Falkenberg consisted of a single co-appearance on a public CLE panel in October 2019—a panel that included two other panelists and a moderator, lasted approximately ninety minutes, and was attended by hundreds of legal professionals. The contact had no ongoing component whatsoever. Dr. Falkenberg and I did not collaborate on any written work, did not coordinate our presentations, did not engage in any substantive private discussions, and have had no further contact of any kind since the 2019 event. To characterize this single, fleeting co-appearance as a "professional relationship" distorts the meaning of that term and misrepresents the nature and significance of the interaction.
43. Moreover, Respondents' allegation that this contact was "undisclosed" is flatly incorrect. I disclosed my awareness of Dr. Falkenberg on my AAA/ICDR Arbitrator Disclosure Questionnaire, which I submitted on or about June 19, 2024, the date the tribunal was constituted. That disclosure was circulated to counsel for both parties by the ICDR. Respondents and their counsel at Whitfield, Carruthers & Payne LLP received my disclosure form and had full opportunity to review it, to seek additional information, and to challenge my appointment if they believed the disclosed contact warranted disqualification or further inquiry. They did none of these things.
44. No party raised any objection to my appointment within the time period prescribed by the ICDR Rules for challenges to arbitrators following disclosure. No party raised any concern about my disclosures at any later stage of the proceedings. No party raised any issue of partiality, bias, or inadequate disclosure during any of the multiple procedural conferences conducted by the tribunal, during the preliminary hearing, during the seven days of evidentiary hearings, during the post-hearing briefing process, or at any time before the issuance of the Final Award on August 22, 2025. The Arbitration proceeded from April 8, 2024, through August 22, 2025—a period of approximately fourteen months—without any party questioning my impartiality. Respondents' belated challenge, raised for the first time after receiving an adverse award, does not reflect a genuine concern about arbitrator bias; it reflects dissatisfaction with the outcome.
45. Throughout the entirety of the Arbitration, I maintained strict impartiality and independence as between the parties. I exercised my duties as Presiding Arbitrator faithfully, conscientiously, and without bias or favoritism toward either Halcyon or Meridian. I gave both parties full and equal opportunity to present their cases, to examine and cross-examine witnesses, to introduce documentary and expert evidence, and to submit written and oral argument. I applied the governing law and the terms of the Distribution Agreement evenhandedly and reached my conclusions on the merits based exclusively on the evidentiary record before the tribunal.
VIII. CONCLUDING ATTESTATION
46. In light of the foregoing, I reaffirm that I complied fully with all applicable disclosure obligations imposed by the ICDR International Arbitration Rules, the AAA Code of Ethics for Arbitrators in Commercial Disputes, and my general duty as an arbitrator to disclose any circumstances that might give rise to justifiable doubt as to my impartiality or independence. My disclosures were timely, accurate, and complete.
47. I reaffirm that my sole prior contact with Dr. Elias Falkenberg of Falkenberg & Strauss GmbH was a single CLE panel co-appearance at the International Commercial Dispute Resolution Forum in October 2019, which was trivial in nature, gave rise to no ongoing relationship, financial interest, professional engagement, or social connection, and did not and could not have created any bias or partiality on my part with respect to either party in the Arbitration.
48. I reaffirm that I had and have no financial interest in, and no ongoing relationship with, any party, counsel, expert, witness, or other participant in AAA/ICDR Case No. 01-24-0003917 or in the present proceedings before this Court.
49. I respectfully submit this declaration to assist the Court in evaluating the merits—or, more precisely, the absence of merit—of Respondents' evident-partiality challenge under 9 U.S.C. § 10(a)(2). The Arbitration was conducted fairly, impartially, and in accordance with the governing rules and applicable law. The Final Award was the product of careful deliberation by all three members of the tribunal and was issued unanimously. I am confident that the record demonstrates the complete absence of any basis for vacatur on the ground of evident partiality.
I declare under penalty of perjury under the laws of the United States of America that the foregoing is true and correct.
Executed on September 12, 2025 Los Angeles, California
________________________________________
Hon. Gerald M. Osterhaus (Ret.)
Prepared by and submitted through counsel for Petitioner Halcyon Semiconductor AG:
CALDERWOOD & HARKNESS LLP
By: ________
Linda Osei, Responsible Partner Patrick Gallagher, Lead Associate
777 South Figueroa Street, Suite 4200 Los Angeles, California 90017 Telephone: (213) 555-4200 Facsimile: (213) 555-4201
Attorneys for Petitioner Halcyon Semiconductor AG
| HALCYON SEMICONDUCTOR AG, a German Aktiengesellschaft, | Case No. 2:25-cv-08742-RGK-PLA |
| Petitioner, | Hon. Robert G. Kendrick |
| v. | DECLARATION OF HON. GERALD M. OSTERHAUS (RET.) REGARDING DISCLOSURE OF PRIOR PROFESSIONAL CONTACTS |
MERIDIAN DYNAMICS INC., a Delaware corporation; and DEREK CALLOWAY, an individual,
Respondents.