UNITED STATES DISTRICT COURT CENTRAL DISTRICT OF CALIFORNIA
EX PARTE APPLICATION FOR TEMPORARY RESTRAINING ORDER AND ORDER TO SHOW CAUSE RE PRELIMINARY INJUNCTION (ASSET PRESERVATION)
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I. NOTICE OF EX PARTE APPLICATION AND HEARING
Petitioner and Applicant Halcyon Semiconductor AG ("Halcyon" or "Petitioner") respectfully applies ex parte, pursuant to Federal Rule of Civil Procedure 65(b) and Local Rule 7-19 of the United States District Court for the Central District of California, for a temporary restraining order ("TRO") and an order to show cause why a preliminary injunction should not issue under Federal Rule of Civil Procedure 65(a).
Specifically, Halcyon seeks an order restraining Respondents Meridian Dynamics Inc. ("Meridian") and Derek Calloway ("Calloway," and together with Meridian, "Respondents") from transferring, encumbering, concealing, dissipating, or otherwise disposing of assets pending confirmation and enforcement of the Final Arbitration Award dated August 22, 2025 (the "Award"), issued by a three-member AAA/ICDR arbitral tribunal in AAA/ICDR Case No. 01-24-0003917, in the total amount of Forty-Seven Million Three Hundred Thousand Dollars ($47,300,000), plus post-award interest accruing at the rate of ten percent (10%) per annum from and after August 22, 2025, pursuant to California Civil Code Section 3289.
This Application is made on the grounds that credible evidence demonstrates Respondents are actively dissipating, transferring, and encumbering their assets in a manner that threatens to render the Award partially or wholly uncollectible. Immediate relief is necessary to preserve the status quo and to protect Halcyon's right to enforce the Award through judicial confirmation proceedings already pending before this Court.
This Application is based upon the following:
(a) The accompanying Memorandum of Points and Authorities in Support of Ex Parte Application for Temporary Restraining Order and Order to Show Cause Re Preliminary Injunction (Asset Preservation), set forth in Section II below;
(b) The Declaration of Patrick Gallagher, with Exhibits A through L attached thereto;
(c) The Declaration of Dr. Katharina Reinhardt, Chief Financial Officer of Halcyon Semiconductor AG;
(d) The pleadings and records on file in this action, including the Petition to Confirm Arbitration Award filed October 14, 2025;
(e) The proposed Temporary Restraining Order, attached hereto as Exhibit 1; and
(f) Such other evidence, argument, and matters as the Court may consider at or before the hearing on this Application.
Notice to Opposing Counsel. Undersigned counsel Patrick Gallagher certifies, pursuant to Federal Rule of Civil Procedure 65(b)(1) and Local Rule 7-19, that the following efforts were made to provide notice to Respondents' counsel of record:
On October 29, 2025, at approximately 3:17 p.m. Pacific Time, Mr. Gallagher placed a telephone call to Raymond Whitfield, Esq., of Whitfield, Carruthers & Payne LLP, 1999 Avenue of the Stars, Suite 2800, Los Angeles, California 90067, counsel of record for both Respondents. Mr. Whitfield's assistant stated that Mr. Whitfield was unavailable and took a message. At 3:22 p.m. Pacific Time, Mr. Gallagher sent an email to both Mr. Whitfield (rwhitfield@wcplaw.com) and Alana Choi, Esq. (achoi@wcplaw.com), also of Whitfield, Carruthers & Payne LLP, advising that Halcyon intended to file an ex parte application for a temporary restraining order and requesting that Respondents' counsel stipulate to interim asset-preservation measures pending the hearing on Halcyon's Petition to Confirm. At 4:48 p.m. Pacific Time, Ms. Choi responded via email, stating that Respondents "decline to stipulate to any asset-preservation measures" and that any such application would be "vigorously opposed." Ms. Choi's email did not provide any assurance that Respondents would refrain from further asset transfers or encumbrances pending the Court's determination.
Accordingly, notice has been provided to Respondents' counsel, but Respondents have declined to stipulate to any relief. Halcyon nonetheless proceeds ex parte because the evidence demonstrates that the risk of continued asset dissipation is immediate and ongoing, and any delay occasioned by a noticed motion would provide Respondents with additional time to transfer, encumber, or dispose of assets. The specific facts supporting the need for immediate relief without further delay are set forth in detail in the Memorandum of Points and Authorities and the accompanying declarations.
II. MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT OF EX PARTE APPLICATION
A. Introduction
This case presents a straightforward scenario that courts regularly confront in the post-arbitration enforcement context: a prevailing party holds a final, unanimous arbitration award of substantial magnitude, while the losing parties refuse to satisfy the award, pursue dilatory vacatur tactics, and simultaneously dissipate the very assets needed to satisfy the anticipated judgment. The Court's equitable power to preserve assets under these circumstances is well-established, and the facts here compel its exercise.
Halcyon Semiconductor AG is a publicly traded German semiconductor manufacturer organized as an Aktiengesellschaft under the laws of the Federal Republic of Germany, registered with the Amtsgericht München under HRB 241873, and listed on the SIX Swiss Exchange under the ticker symbol HSAG. Halcyon is headquartered at Leopoldstraße 180, 80804 Munich, Germany, and maintains regional offices in Singapore, Shanghai, and San Jose, California. For the fiscal year ending December 31, 2024, Halcyon reported consolidated revenue of approximately €2.14 billion, of which approximately twenty-eight percent (28%), or approximately $599.2 million at prevailing exchange rates, was derived from North American operations.
On August 22, 2025, a three-member AAA/ICDR arbitral tribunal — consisting of the Honorable Gerald M. Osterhaus (Ret.), Presiding Arbitrator; Professor Diane K. Sørensen; and Victor R. Taniguchi, Esq. — unanimously awarded Halcyon Forty-Seven Million Three Hundred Thousand Dollars ($47,300,000) against Meridian Dynamics Inc. and Derek Calloway, jointly and severally. The Award, rendered after seven days of evidentiary hearings over which the tribunal received live testimony from fourteen fact witnesses and four expert witnesses, examined thousands of pages of documentary evidence, and considered extensive pre- and post-hearing briefing, reflects a thorough and well-reasoned adjudication of complex commercial disputes arising from Meridian's material breaches of the parties' Exclusive Distribution Agreement dated September 28, 2016.
The Award consists of the following components:
(a) Lost profits: $31,800,000, representing the net present value of Halcyon's projected margin over the remaining 2.8-year term of the Distribution Agreement, calculated using the contractual minimum purchase escalation schedule and applying an 8.5% discount rate, as determined by the tribunal based on the expert testimony and damages model of Dr. Renata Moss, CFA, Managing Director of Pinnacle Forensic Advisory LLC;
(b) Shortfall damages: $9,200,000, representing the 39.5% average margin applied to the $23.3 million shortfall between Meridian's actual purchases ($41.7 million) and its contractual minimum purchase commitment ($65 million) for fiscal year 2023;
(c) Gray-market diversion damages: $4,100,000, representing Halcyon's losses attributable to Meridian's unauthorized diversion of Halcyon products to gray-market resellers in violation of Section 4.6 of the Distribution Agreement; and
(d) Attorneys' fees and arbitration costs: $2,200,000, awarded to Halcyon as the prevailing party under Section 14.5 of the Distribution Agreement.
Post-award interest accrues on the full amount of the Award at the rate of ten percent (10%) per annum from the date of the Award, August 22, 2025, pursuant to California Civil Code Section 3289. As of the date of this filing, approximately sixty-nine (69) days of interest have accrued, totaling approximately $894,164.38. Interest continues to accrue at the rate of approximately $12,959 per day.
On October 14, 2025, Halcyon timely filed a Petition to Confirm the Arbitration Award in this Court pursuant to 9 U.S.C. § 9, seeking entry of judgment in conformity with the Award. On September 5, 2025, Respondents' counsel, Raymond Whitfield of Whitfield, Carruthers & Payne LLP, sent a letter refusing to satisfy the Award and signaling Respondents' intention to file a cross-motion to vacate the Award under 9 U.S.C. § 10. That cross-motion is due on or about November 13, 2025.
Halcyon now seeks emergency asset-preservation relief because credible, concrete evidence — detailed in the Declaration of Patrick Gallagher and its supporting exhibits — demonstrates that Respondents are dissipating or threatening to dissipate their assets to render the Award uncollectible. Since the issuance of the Award on August 22, 2025, Meridian has engaged in accelerated inventory liquidation at below-market prices, appears to have permitted additional UCC filings against its assets, and has made substantial transfers from its operating accounts. Derek Calloway, whose $10 million personal guaranty provides only partial security for the Award, has separately engaged in transactions that raise serious concerns about asset dissipation. These actions, combined with Respondents' outright refusal to satisfy the Award and their stated intention to challenge it through vacatur proceedings, create a clear and present danger that the Award will be rendered a nullity.
The four-factor test for a temporary restraining order is readily satisfied here. Halcyon is overwhelmingly likely to succeed on the merits of its Petition to Confirm, given the extraordinarily deferential standard of judicial review of arbitration awards. Halcyon will suffer irreparable harm if Respondents are permitted to continue dissipating assets, because the harm is the very inability to collect the monetary award — an injury that, by definition, cannot be remedied by money damages. The balance of equities sharply favors Halcyon, which holds a final award after full adjudication, while Respondents seek only to preserve their ability to render that award meaningless. And the public interest in the integrity of the arbitral process is directly served by ensuring that arbitration awards can be enforced.
B. Statement of Facts
1. The Distribution Agreement and Its Breach
On September 28, 2016, Halcyon and Meridian entered into an Exclusive Distribution Agreement (the "Distribution Agreement"), effective January 1, 2017, for a term of ten (10) years through December 31, 2026. (Declaration of Patrick Gallagher ("Gallagher Decl."), ¶ 4, Ex. A.) Under the Distribution Agreement, Meridian was appointed as the exclusive distributor in the United States of Halcyon's power management integrated circuit ("PMIC") product line, including the Series HX-400 through HX-900, and Halcyon's silicon carbide ("SiC") switching modules, including the Series SC-200 through SC-500. (Id. ¶ 5.) These product lines serve the automotive, industrial, and data center markets, and at the time of the Distribution Agreement's execution, represented a growing and strategically significant portion of Halcyon's North American revenue.
The Distribution Agreement imposed several material obligations on Meridian:
(a) Annual Minimum Purchase Commitments (Section 3.2). Meridian was required to purchase minimum annual volumes of Halcyon products, with the minimums escalating over the ten-year term from $28 million in Year 1 (2017) to $72 million in Year 8 (2024). These escalating minimums reflected the parties' shared expectation that Meridian would grow the Halcyon product presence in the U.S. market over the course of the agreement. (Gallagher Decl. ¶ 6, Ex. A at § 3.2.)
(b) Non-Compete Restriction (Section 7.2). Meridian agreed not to distribute, sell, or promote any products that directly competed with Halcyon's PMIC or SiC product lines during the term of the Distribution Agreement and for a period of eighteen (18) months following termination. (Id. ¶ 7, Ex. A at § 7.2.)
(c) Authorized Channel Restrictions (Section 4.6). Meridian agreed to sell Halcyon products only through authorized channels and to end-users approved under the Distribution Agreement's channel management framework. Meridian was expressly prohibited from selling or diverting Halcyon products to unauthorized resellers, brokers, or gray-market dealers. (Id. ¶ 8, Ex. A at § 4.6.)
(d) Dedicated Staffing (Section 5.1). Meridian agreed to maintain no fewer than thirty-five (35) full-time equivalent employees dedicated to the marketing, sale, and distribution of Halcyon products. (Id. ¶ 9, Ex. A at § 5.1.)
Beginning in approximately the second quarter of 2023, Halcyon discovered that Meridian had committed multiple material breaches of the Distribution Agreement:
(a) Unauthorized Competing Distribution. Meridian entered into an unauthorized distribution arrangement with Solaris Chip Technologies Ltd. ("Solaris"), a United Kingdom-based manufacturer of PMIC and SiC products that directly competed with Halcyon's HX and SC product lines. This competing arrangement violated Section 7.2 of the Distribution Agreement. Halcyon's investigation revealed that Meridian had been actively marketing and selling Solaris products to several of the same Tier 1 automotive and industrial customers that Meridian served as Halcyon's exclusive U.S. distributor. (Gallagher Decl. ¶¶ 10–12, Ex. B.)
(b) Failure to Meet Minimum Purchase Commitments. For fiscal year 2023, Meridian's contractual minimum purchase commitment was $65 million. Meridian purchased only $41.7 million in Halcyon products during that period, resulting in a purchase shortfall of $23.3 million, or approximately 35.8%. This shortfall represented the most significant underperformance since the inception of the Distribution Agreement and was directly attributable, in significant part, to Meridian's diversion of sales efforts toward competing Solaris products. (Id. ¶¶ 13–15, Exs. C, D.)
(c) Gray-Market Diversion. Halcyon discovered that Meridian had diverted substantial quantities of Halcyon HX and SC series products to unauthorized gray-market resellers, in violation of Section 4.6. These diverted products appeared in unauthorized channels across Asia and Latin America, causing price erosion, warranty complications, and reputational damage to Halcyon's brand. (Id. ¶¶ 16–18, Ex. E.)
On November 3, 2023, Halcyon issued a formal notice of default to Meridian, specifying each of the foregoing breaches and demanding cure within the ninety (90) day cure period provided by Section 13.2 of the Distribution Agreement. (Gallagher Decl. ¶ 19, Ex. F.) Meridian failed to cure any of the identified defaults within the cure period. On March 15, 2024, Halcyon terminated the Distribution Agreement for cause, effective immediately, pursuant to Section 13.3. (Id. ¶ 20, Ex. G.)
Derek Calloway is the Chief Executive Officer, founder, and majority shareholder of Meridian, holding approximately sixty-two percent (62%) of Meridian's outstanding equity. (Gallagher Decl. ¶ 21.) Calloway personally guaranteed certain of Meridian's obligations under the Distribution Agreement, including payment obligations arising from breach, pursuant to Section 12.4 of the Distribution Agreement, subject to a personal guaranty cap of $10 million. (Id. ¶ 22, Ex. A at § 12.4.)
2. The Arbitration and Final Award
On April 8, 2024, Halcyon filed a Demand for Arbitration with the American Arbitration Association's International Centre for Dispute Resolution ("AAA/ICDR"), pursuant to Section 14.3 of the Distribution Agreement, which provides for binding arbitration of all disputes arising under or relating to the Distribution Agreement. (Gallagher Decl. ¶ 23, Ex. H.) The arbitration was designated as AAA/ICDR Case No. 01-24-0003917. The arbitration was seated in Los Angeles, California. Section 14.1 of the Distribution Agreement specifies that California law governs the agreement, the arbitration, and any disputes arising thereunder.
The arbitral tribunal was constituted on June 19, 2024, consisting of:
• Presiding Arbitrator: The Honorable Gerald M. Osterhaus (Ret.), formerly a Justice of the California Court of Appeal, Second Appellate District, and a highly experienced commercial arbitrator;
• Party-Appointed Arbitrator (Claimant): Professor Diane K. Sørensen, Professor of Law at the University of Southern California Gould School of Law and a specialist in commercial arbitration and international trade law; and
• Party-Appointed Arbitrator (Respondent): Victor R. Taniguchi, Esq., a partner at Hayashi Park LLP in San Francisco and a seasoned commercial litigator and arbitrator with extensive experience in technology and semiconductor industry disputes.
(Gallagher Decl. ¶ 24.)
The tribunal conducted a thorough and comprehensive proceeding. The parties exchanged extensive written submissions, including statements of claim and defense, witness statements, expert reports, and pre- and post-hearing briefs. Document production was conducted under the tribunal's procedural orders, yielding over 47,000 pages of documents. (Gallagher Decl. ¶ 25.)
The evidentiary hearing was held over seven (7) hearing days: October 14–18, 2024, and November 4–5, 2024. During the hearing, the tribunal received live testimony from fourteen (14) fact witnesses and four (4) expert witnesses, including Halcyon's damages expert, Dr. Renata Moss, CFA, Managing Director of Pinnacle Forensic Advisory LLC, who submitted a comprehensive damages report and provided live testimony regarding her damages model and methodology. (Id. ¶¶ 26–27.)
On August 22, 2025, the tribunal issued its Final Award, unanimously awarding Halcyon the sum of $47,300,000 against Meridian Dynamics Inc. and Derek Calloway, jointly and severally. (Gallagher Decl. ¶ 28, Ex. I.) The Award is a detailed, reasoned decision spanning sixty-three (63) pages, addressing each of the tribunal's findings of fact, conclusions of law, and the damages analysis in comprehensive detail. The Award found that Meridian had committed material breaches of Sections 3.2, 4.6, and 7.2 of the Distribution Agreement, that Halcyon was entitled to terminate for cause, and that Halcyon suffered damages in the aggregate amount of $47,300,000. (Id.)
Post-award interest accrues at the rate of ten percent (10%) per annum from and after August 22, 2025, pursuant to California Civil Code Section 3289, as the underlying obligations constituted damages on a written contract with a specified rate of interest. (Id. ¶ 29.)
3. Respondents' Refusal to Pay and Stated Intent to Challenge the Award
On September 5, 2025, Raymond Whitfield of Whitfield, Carruthers & Payne LLP sent a letter on behalf of Meridian and Calloway to Halcyon's counsel, refusing to satisfy the Award and previewing Respondents' intention to file a cross-motion to vacate the Award under 9 U.S.C. § 10. (Gallagher Decl. ¶ 30, Ex. J.)
The September 5 letter asserted two grounds for vacatur:
(a) Evident Partiality Under 9 U.S.C. § 10(a)(2). Respondents alleged that Presiding Arbitrator Osterhaus failed to disclose a prior professional relationship with Dr. Elias Falkenberg of Falkenberg & Strauss GmbH, a German law firm that served as Halcyon's German counsel during the underlying arbitration. The alleged relationship consisted of a single co-appearance on a continuing legal education panel at a 2019 conference sponsored by the International Bar Association in Vienna, Austria. Respondents contended that this alleged non-disclosure created an impression of bias warranting vacatur. (Id. ¶ 31.)
(b) Excess of Powers Under 9 U.S.C. § 10(a)(4). Respondents asserted that the tribunal exceeded its powers in awarding $31,800,000 in lost-profits damages for the full unexpired 2.8-year term of the Distribution Agreement, contending that the damages model improperly assumed that Meridian would have met its minimum purchase commitments for the remaining term. (Id. ¶ 32.)
Respondents' cross-motion to vacate is due on or about November 13, 2025. As of the date of this filing, no such motion has been filed.
On October 14, 2025, Halcyon filed a Petition to Confirm the Arbitration Award in this Court pursuant to 9 U.S.C. § 9, seeking entry of judgment in conformity with the Award. (Gallagher Decl. ¶ 33.)
4. Meridian's Asset Base and the Risk of Dissipation
Meridian Dynamics Inc. is a Delaware corporation, incorporated under the laws of the State of Delaware with a registered agent at 1209 Orange Street, Wilmington, Delaware 19801, and maintaining its principal place of business at 2750 Barranca Parkway, Suite 400, Irvine, California 92606. (Gallagher Decl. ¶ 34.) Meridian's Employer Identification Number is 83-2047561. (Id.)
For fiscal year 2024 (year ending December 31, 2024), Meridian reported approximately $312 million in revenue. (Gallagher Decl. ¶ 35, Ex. K.) Meridian's total assets as of December 31, 2024, were approximately $187 million. (Id.) Meridian's key asset categories include:
• Accounts Receivable: Approximately $52 million;
• Inventory: Approximately $61 million;
• Real Property: A warehouse and distribution center located at 1480 East Fourth Street, Ontario, California 91764, which was appraised at approximately $34 million as of a July 2024 appraisal;
• Equipment and Other Fixed Assets: Approximately $22 million; and
• Other Assets (including cash and cash equivalents, prepaid expenses, and intangibles): Approximately $18 million.
(Gallagher Decl. ¶ 36, Ex. K.)
Meridian's ownership structure is concentrated. Derek Calloway, as CEO, founder, and majority shareholder, holds approximately sixty-two percent (62%) of Meridian's outstanding equity. Janet Shin, Meridian's Chief Operating Officer and co-founder, holds approximately twenty-three percent (23%) of Meridian's outstanding equity. Ms. Shin oversees Meridian's logistics, warehousing, and supply-chain operations. The remaining approximately fifteen percent (15%) of Meridian's equity is held by other shareholders. (Gallagher Decl. ¶ 37.)
5. Brindoval National Bank's Senior Secured Position
On August 12, 2022, Brindoval National Bank ("Brindoval"), headquartered at 4100 MacArthur Boulevard, Suite 100, Newport Beach, California 92660, extended to Meridian a $45 million senior secured revolving credit facility (the "Brindoval Facility"). (Gallagher Decl. ¶ 38, Ex. K.) Pursuant to a Security Agreement dated August 12, 2022, Brindoval holds a first-priority perfected security interest in substantially all of Meridian's personal property, including accounts receivable, inventory, equipment, and general intangibles. (Id. ¶ 39.)
The Brindoval Facility, at $45 million, is secured against Meridian's personal property. Meridian's accounts receivable (approximately $52 million) and inventory (approximately $61 million) alone total approximately $113 million in personal property assets, suggesting that there remains substantial equity above the Brindoval secured line. However, the existence of the Brindoval lien materially compresses the pool of personal property assets available for satisfaction of Halcyon's anticipated judgment. If Brindoval were to accelerate the facility, or if Meridian were to draw down additional amounts under the revolving line, the remaining equity available for Halcyon's enforcement could be materially reduced. (Gallagher Decl. ¶ 40.)
Critically, Meridian's real property — the warehouse and distribution center at 1480 East Fourth Street, Ontario, California 91764, appraised at approximately $34 million — is not subject to Brindoval's blanket lien on personal property, as the Security Agreement is limited by its terms to personal property assets. The Ontario real property therefore represents a potentially significant unencumbered asset for Halcyon's enforcement purposes. However, if Respondents are permitted to transfer, encumber, or otherwise dispose of this property during the pendency of the confirmation proceedings, this enforcement avenue will be lost. (Gallagher Decl. ¶ 41.)
6. Evidence of Potential Asset Dissipation
The Declaration of Patrick Gallagher, together with its supporting exhibits, sets forth credible, specific evidence that Respondents are dissipating or threatening to dissipate assets in a manner that threatens to frustrate Halcyon's ability to collect on the Award:
(a) Recent UCC Filings. Since the issuance of the Award on August 22, 2025, at least two additional UCC-1 financing statements have been filed against Meridian's assets with the Delaware Secretary of State. A UCC-1 filing dated September 12, 2025, identifies "Bexley Bridge Capital LLC" as a secured party, and a second UCC-1 filing dated October 3, 2025, identifies "Pacific Coast Equipment Finance, Inc." as a secured party. These filings were not present as of August 22, 2025, and suggest that Meridian has entered into new financing arrangements — potentially encumbering assets that would otherwise be available to satisfy the Award — after the Award was issued. (Gallagher Decl. ¶ 42, Ex. K.)
(b) Accelerated Inventory Liquidation. Halcyon has obtained information indicating that, since August 2025, Meridian has engaged in accelerated liquidation of inventory at below-market prices. Industry contacts have reported that Meridian has offered bulk inventory lots at discounts of twenty to thirty percent (20–30%) below prevailing market prices, consistent with a pattern of rapid asset conversion. Such below-market liquidation is inconsistent with ordinary-course business operations and is suggestive of an effort to convert illiquid inventory assets into liquid cash that can more easily be transferred or concealed. (Id. ¶ 43.)
(c) Transfers from Operating Accounts. Publicly available records and information obtained through Halcyon's investigation indicate that Meridian has made significant transfers of funds from its operating accounts since the Award was issued. While the exact amounts and destinations of these transfers are not fully known to Halcyon at this time — and the requested accounting order will provide critical transparency — the pattern of outflows is consistent with asset dissipation. (Id. ¶ 44.)
(d) Derek Calloway's Personal Asset Transfers. Halcyon has obtained information suggesting that Derek Calloway has engaged in personal asset transfers or restructuring of ownership interests since the Award was issued, including the potential transfer of real property interests held individually or through family trusts. Calloway's personal guaranty under Section 12.4 of the Distribution Agreement is capped at $10 million. If Calloway places his personal assets beyond the reach of execution, even this limited guaranty becomes illusory. (Id. ¶ 45.)
The foregoing evidence, viewed in the aggregate, creates a clear picture of asset dissipation — or at a minimum, a serious risk of dissipation — that warrants immediate judicial intervention. Meridian's refusal to pay the Award, combined with its stated intent to challenge the Award through vacatur proceedings, demonstrates a lack of good faith and raises a strong inference that Respondents are using the vacatur process not in a genuine effort to correct legal error, but as a tool to buy time while depleting assets and engineering their own judgment-proofness.
The magnitude of the Award reinforces this concern. The $47.3 million Award (before interest) represents approximately 25.3% of Meridian's total reported assets as of December 31, 2024, and approximately 15.2% of Meridian's annual revenue. An obligation of this magnitude creates powerful financial incentives for dissipation, particularly where, as here, the majority shareholder and guarantor (Calloway) personally controls the entity and has the ability to direct extraordinary transactions without meaningful checks.
C. Legal Standard for a Temporary Restraining Order and Preliminary Injunction
Under Federal Rule of Civil Procedure 65(b), a temporary restraining order may issue without notice to the adverse party "only if" two conditions are met: (1) "specific facts in an affidavit or a verified complaint clearly show that immediate and irreparable injury, loss, or damage will result to the movant before the adverse party can be heard in opposition," and (2) "the movant's attorney certifies in writing any efforts made to give notice and the reasons why it should not be required." Fed. R. Civ. P. 65(b)(1)(A)–(B). Here, Halcyon has provided notice to Respondents' counsel, who declined to stipulate to any relief, and has submitted declarations establishing the requisite facts. Halcyon's counsel has certified the efforts made to provide notice, as set forth in Section I above.
The substantive standard for issuance of a TRO is identical to the standard for a preliminary injunction. Stuhlbarg Int'l Sales Co. v. John D. Brush & Co., 240 F.3d 832, 839 n.7 (9th Cir. 2001). The Supreme Court articulated the governing four-factor test in Winter v. Natural Resources Defense Council, Inc., 555 U.S. 7 (2008). Under Winter, a plaintiff seeking a preliminary injunction or TRO must establish:
(1) A likelihood of success on the merits;
(2) A likelihood of irreparable harm in the absence of preliminary relief;
(3) That the balance of equities tips in the plaintiff's favor; and
(4) That an injunction is in the public interest.
Winter, 555 U.S. at 20.
The Ninth Circuit continues to apply a "sliding scale" or "serious questions" variant of the Winter test, under which "a stronger showing of one element may offset a weaker showing of another." Alliance for the Wild Rockies v. Cottrell, 632 F.3d 1127, 1131–32 (9th Cir. 2011). Under this approach, "'serious questions going to the merits' and a balance of hardships that tips sharply towards the plaintiff can support issuance of a preliminary injunction, so long as the plaintiff also shows that there is a likelihood of irreparable harm and that the injunction is in the public interest." Id. at 1135. All four Winter factors must, however, be satisfied. Id. at 1131.
Courts have routinely exercised equitable jurisdiction to issue asset-preservation injunctions in the post-arbitration enforcement context. The Supreme Court's decision in Grupo Mexicano de Desarrollo, S.A. v. Alliance Bond Fund, Inc., 527 U.S. 308 (1999), which limited the availability of pre-judgment asset freezes in certain circumstances, is distinguishable on several grounds. In Grupo Mexicano, the Court held that a federal court could not issue a preliminary injunction preventing a defendant from disposing of assets in which a plaintiff did not have an equitable interest. Id. at 333. Here, however, the Award has already been rendered, and Halcyon's Petition to Confirm the Award under 9 U.S.C. § 9 creates a recognized equitable interest in the anticipated judgment that distinguishes this case from the pre-judgment attachment context addressed in Grupo Mexicano. See, e.g., Products & Ventures Int'l v. Axus Stationary (Shanghai) Ltd., No. 07-cv-3399, 2009 WL 1227892 (S.D.N.Y. May 5, 2009) (issuing asset-preservation injunction in arbitral award enforcement proceeding); Sojitz Corp. v. Olan Mills Inc., No. 05-cv-5935, 2005 WL 3358858 (S.D.N.Y. Dec. 9, 2005) (same).
Furthermore, 9 U.S.C. § 9 creates a strong presumption in favor of confirmation of arbitration awards, further supporting the likelihood of success and the propriety of equitable relief to preserve the enforceability of the anticipated judgment.
D. Argument
1. Halcyon Is Likely to Succeed on the Merits
a. The Award Is Entitled to Confirmation Under 9 U.S.C. § 9. Under the Federal Arbitration Act, 9 U.S.C. §§ 1–16, judicial confirmation of an arbitration award is a "summary proceeding" that converts the award into an enforceable judgment. See Hall Street Assocs., L.L.C. v. Mattel, Inc., 552 U.S. 576, 582 (2008). The court's review of an arbitration award is "among the narrowest known to the law." ARW Expl. Corp. v. Aguirre, 45 F.3d 1455, 1462 (10th Cir. 1995); see also Kyocera Corp. v. Prudential-Bache Trade Servs., Inc., 341 F.3d 987, 998 (9th Cir. 2003) (en banc) (holding that "private parties may not contractually impose on the courts a standard of review other than that set forth in the [FAA]" and reaffirming the narrow scope of judicial review under § 10).
Section 9 of the FAA provides that, upon application of a party, the court "must grant" an order confirming the award "unless the award is vacated, modified, or corrected as prescribed in sections 10 and 11 of this title." 9 U.S.C. § 9 (emphasis added). The statute thus creates a mandatory duty of confirmation, rebuttable only upon a showing of one of the narrowly defined statutory grounds for vacatur or modification.
The Award in this case satisfies all statutory prerequisites for confirmation under 9 U.S.C. § 9:
(a) The Award was rendered on August 22, 2025, by a duly constituted three-member AAA/ICDR panel, in accordance with the arbitration clause set forth in Section 14.3 of the Distribution Agreement;
(b) The Petition to Confirm was filed on October 14, 2025, well within the one-year statutory period prescribed by 9 U.S.C. § 9;
(c) The arbitration clause designated Los Angeles, California, as the seat of arbitration and California law as the governing law, and this Court is the appropriate federal court in the district where the award was made; and
(d) The Award is final, unanimous, and fully reasoned, spanning sixty-three pages and addressing all claims, counterclaims, and defenses raised by the parties.
Absent a valid ground for vacatur under 9 U.S.C. § 10 or modification under 9 U.S.C. § 11, the Court is statutorily required to confirm the Award. See Poweragent Inc. v. Elec. Data Sys. Corp., 358 F.3d 1187, 1193 (9th Cir. 2004) ("The burden of establishing grounds for vacating an arbitration award is on the party seeking it.").
b. Respondents' Vacatur Arguments Are Without Merit. Respondents' stated grounds for vacatur — evident partiality under § 10(a)(2) and excess of powers under § 10(a)(4) — are substantively meritless and face the virtually insurmountable burden imposed by the FAA's narrow standard of review.
Evident Partiality Under 9 U.S.C. § 10(a)(2). Respondents allege that Presiding Arbitrator Osterhaus failed to disclose a prior professional relationship with Dr. Elias Falkenberg of Falkenberg & Strauss GmbH, Halcyon's German counsel. The alleged "relationship" consists of a single co-appearance on a continuing legal education panel at a 2019 International Bar Association conference in Vienna. This is precisely the type of trivial, incidental professional contact that does not give rise to evident partiality.
Under Ninth Circuit law, evident partiality requires more than "mere appearances of bias." Schmitz v. Zilveti, 20 F.3d 1043, 1046 (9th Cir. 1994). A party challenging an award on grounds of evident partiality must demonstrate "a concrete, not speculative, impression of bias." Lagstein v. Certain Underwriters at Lloyd's, London, 607 F.3d 634, 646 (9th Cir. 2010). The Supreme Court's decision in Commonwealth Coatings Corp. v. Continental Casualty Co., 393 U.S. 145 (1968), does not mandate disclosure of every conceivable professional contact between an arbitrator and a party's counsel. Rather, it requires disclosure of relationships that are sufficiently significant to create "an impression of possible bias." Id. at 149 (plurality op.). A single co-appearance on a CLE panel six years prior to the arbitration, where no further professional or personal relationship existed, does not approach this threshold.
Moreover, Presiding Arbitrator Osterhaus completed the requisite AAA/ICDR disclosure questionnaire and made all disclosures required under the AAA/ICDR's applicable rules and the ABA/AAA Code of Ethics for Arbitrators in Commercial Disputes. No objection to Osterhaus's appointment was raised by Respondents during the constitution of the tribunal or at any point during the arbitration proceedings, despite Respondents' full opportunity to conduct due diligence on the arbitrators. (Gallagher Decl. ¶ 46.)
Excess of Powers Under 9 U.S.C. § 10(a)(4). Respondents contend that the tribunal exceeded its powers by awarding $31,800,000 in lost-profits damages for the full unexpired 2.8-year term of the Distribution Agreement. This argument is nothing more than a disagreement with the tribunal's damages methodology — a disagreement that is categorically insufficient to support vacatur.
An arbitral panel exceeds its powers only when it "act[s] outside the scope of the issues submitted" or "issue[s] an award that is completely irrational or that exhibits a manifest disregard of the law." Kyocera Corp., 341 F.3d at 997. The award need only "draw its essence" from the underlying contract. United Steelworkers of Am. v. Enter. Wheel & Car Corp., 363 U.S. 593, 597 (1960). Here, the tribunal's award of lost-profits damages was directly and explicitly grounded in the Distribution Agreement's minimum purchase escalation schedule (Section 3.2), the documented 39.5% average margin, and the expert testimony and damages model of Dr. Renata Moss. The tribunal applied an 8.5% discount rate to calculate the net present value of lost future margins — a standard and well-accepted methodology for calculating lost-profits damages in distribution agreement breach cases. The Award's detailed sixty-three-page analysis demonstrates that the damages calculation was rationally derived from the evidence and the contract, and that it drew its essence from the Distribution Agreement.
A federal court reviewing an arbitration award "does not sit to hear claims of factual or legal error by an arbitrator as an appellate court does in reviewing decisions of lower courts." United Paperworkers Int'l Union v. Misco, Inc., 484 U.S. 29, 38 (1987). Respondents' disagreement with the amount of the Award does not provide a basis for vacatur.
Conclusion. Respondents face an extraordinarily high burden to establish grounds for vacatur, and their stated arguments fall far short of meeting that burden. The overwhelming likelihood is that the Award will be confirmed and that judgment will be entered in Halcyon's favor for $47,300,000 plus interest. Halcyon has therefore demonstrated a strong likelihood of success on the merits — indeed, an overwhelming one.
2. Halcyon Will Suffer Irreparable Harm Absent Injunctive Relief
The essential purpose of an asset-preservation TRO is to prevent a judgment from becoming a "pyrrhic victory." See De Beers Consol. Mines Ltd. v. United States, 325 U.S. 212, 220 (1945) (an injunction may issue to "preserve the court's ability to render a meaningful decision"). If Respondents are permitted to continue transferring, encumbering, or liquidating their assets during the pendency of the confirmation and enforcement proceedings, the $47.3 million Award — together with accruing interest at 10% per annum, which alone amounts to approximately $4.73 million annually, or approximately $12,959 per day — will be rendered partially or wholly uncollectible. This is the quintessential irreparable harm: the inability to collect a monetary judgment that has been duly adjudicated.
The evidence of dissipation risk is both concrete and compelling:
(a) Since the Award was issued on August 22, 2025, Meridian has engaged in accelerated inventory liquidation at below-market prices, offering bulk lots at discounts of 20–30% below prevailing market prices. This is not ordinary-course business activity; it is consistent with rapid conversion of assets in anticipation of a judgment.
(b) At least two new UCC-1 financing statements have been filed against Meridian's assets since the Award — one on September 12, 2025, and another on October 3, 2025 — suggesting that Meridian has taken on additional secured debt that subordinates Halcyon's position as a potential judgment creditor.
(c) Information obtained through Halcyon's investigation indicates that Meridian has made significant fund transfers from its operating accounts since the Award was issued, in amounts and to destinations that are not fully known to Halcyon but that are consistent with dissipation.
(d) Derek Calloway has engaged in personal asset transfers or restructuring of ownership interests since the Award, raising serious concerns that Calloway is placing personal assets beyond the reach of execution on his $10 million personal guaranty.
(e) Respondents have outright refused to satisfy the Award and have signaled their intention to challenge it through vacatur proceedings. The combination of refusal to pay and affirmative challenge, in the context of the foregoing evidence of asset transfers, creates a strong inference that Respondents are using the vacatur process as a delaying tactic while systematically depleting their asset base.
The irreparable nature of this harm is self-evident. Monetary damages cannot cure the injury of asset dissipation because the injury is the inability to collect monetary damages. Where a judgment creditor demonstrates that the debtor is dissipating assets to evade the judgment, the harm is irreparable as a matter of law, because no future remedy can restore the dissipated assets. See Republic of the Philippines v. Marcos, 862 F.2d 1355, 1364 (9th Cir. 1988) (en banc) (noting that irreparable harm exists where the "[d]efendants' assets would be dissipated, making any ultimate judgment uncollectible").
The presence of Brindoval National Bank's $45 million senior secured revolving credit facility, secured by substantially all of Meridian's personal property, already compresses the equity available for Halcyon's enforcement. While Meridian's accounts receivable and inventory alone total approximately $113 million, the Brindoval facility consumes a significant portion of this value. Any further dissipation of unencumbered assets — particularly the Ontario, California real property (appraised at approximately $34 million), which appears not to be subject to the Brindoval blanket lien — would be catastrophic to Halcyon's enforcement prospects.
Derek Calloway's $10 million personal guaranty under Section 12.4 of the Distribution Agreement provides only partial coverage for the $47.3 million Award. If Calloway dissipates his personal assets or restructures his ownership interests to shield them from execution, even this limited guaranty becomes illusory. The evidence suggests that Calloway may already be taking such steps.
3. The Balance of Equities Favors Halcyon
The balance of equities tips decisively in Halcyon's favor. Halcyon holds a final, unanimous arbitration award issued after a full and fair hearing spanning seven days before a distinguished three-member panel. The Award is the product of a thorough proceeding in which both sides were represented by experienced counsel, presented extensive documentary and testimonial evidence, and had a full opportunity to be heard. The tribunal found — unanimously — that Meridian breached multiple material obligations of the Distribution Agreement, including the non-compete restriction, the minimum purchase commitments, and the authorized channel restrictions. The equities could not be more clearly aligned in Halcyon's favor.
On the other side of the ledger, Respondents' hardship from the requested TRO is minimal and self-inflicted. An asset-preservation TRO does not deprive Respondents of the use of their assets; it merely prevents transfer, encumbrance, or dissipation. Respondents will retain the full ability to operate their business in the ordinary course, including the payment of trade payables, employee compensation, tax obligations, and regularly scheduled debt service to Brindoval National Bank under the existing revolving credit facility. The proposed TRO contains an express ordinary-course exception that safeguards Respondents' ability to conduct normal business operations.
The TRO prohibits only extraordinary transactions — transfers of assets outside the ordinary course, creation of new liens or encumbrances (beyond those already in existence), distributions or extraordinary payments to insiders, and transfers of assets outside this Court's jurisdiction. These are precisely the types of transactions that a party with a legitimate business purpose would have no reason to pursue during the brief period before the Court can conduct a hearing on the preliminary injunction. Respondents' reluctance to agree to such modest restrictions itself speaks volumes about their intentions.
Moreover, any hardship that Respondents may experience is entirely self-inflicted. Meridian's breaches of the Distribution Agreement gave rise to the arbitration. The tribunal's unanimous Award reflects the tribunal's considered judgment that Meridian violated its contractual obligations and caused Halcyon $47.3 million in damages. Respondents' refusal to satisfy the Award necessitates this relief. A party that creates the very circumstances giving rise to the need for equitable relief is not heard to complain of the burden imposed by that relief. See Oakland Tribune, Inc. v. Chronicle Publ'g Co., 762 F.2d 1374, 1377 (9th Cir. 1985).
Halcyon is prepared to post a bond or other security as required by Federal Rule of Civil Procedure 65(c) to protect Respondents from any damages they may sustain in the event the TRO is found to have been wrongfully issued. This further mitigates any potential hardship to Respondents.
4. The Public Interest Favors Granting the TRO
The public interest strongly supports the requested relief. The Federal Arbitration Act embodies a "liberal federal policy favoring arbitration agreements." Moses H. Cone Mem'l Hosp. v. Mercury Constr. Corp., 460 U.S. 1, 24 (1983). This policy extends not only to the enforcement of agreements to arbitrate, but also to the enforcement of arbitration awards. The FAA's confirmation provisions, 9 U.S.C. § 9, reflect Congress's determination that arbitration awards should be readily convertible into enforceable judgments, and that judicial review should be limited to the narrow grounds specified in §§ 10 and 11.
The public interest is served by ensuring that prevailing parties in arbitration can collect their awards through the judicial system. If losing parties are permitted to dissipate assets during post-award proceedings — using the vacatur process as a shield while depleting the assets needed to satisfy the award — the entire system of commercial arbitration would be undermined. Parties would have diminished confidence that arbitration provides an effective mechanism for dispute resolution, and the efficiency gains and cost savings that arbitration offers would be negated by the need for aggressive pre-award asset protection measures.
No countervailing public interest weighs against the narrow, asset-preservation relief requested here. The proposed TRO does not shut down Respondents' business, prevent them from employing their workforce, or interfere with any public function. It merely preserves the status quo pending the Court's determination of the Petition to Confirm and any cross-motion to vacate.
E. The Scope of the Requested Restraining Order
Halcyon requests that the Court issue a TRO and Order to Show Cause, ordering and restraining Respondents Meridian Dynamics Inc. and Derek Calloway, and their officers, agents, employees, attorneys, and all persons acting in concert or participation with them who receive actual notice of the order, from:
1. Transferring, selling, assigning, pledging, hypothecating, encumbering, or otherwise disposing of any assets, whether real or personal, tangible or intangible, including but not limited to:
(a) Accounts receivable (approximately $52,000,000 as of December 31, 2024);
(b) Inventory (approximately $61,000,000 as of December 31, 2024);
(c) Real property located at 1480 East Fourth Street, Ontario, California 91764 (appraised value approximately $34,000,000);
(d) Bank accounts and cash equivalents held at any financial institution; and
(e) Investment accounts, securities, and other financial assets.
2. Creating or permitting any new liens, security interests, or encumbrances on any assets, other than those liens, security interests, and encumbrances in existence as of the date of this Order, including the existing Brindoval National Bank revolving credit facility dated August 12, 2022.
3. Making any distributions, dividends, or extraordinary payments to shareholders (including Derek Calloway and Janet Shin), officers, directors, or insiders, other than ordinary-course compensation at levels consistent with historical practice.
4. Transferring any assets outside the jurisdiction of this Court, including but not limited to wire transfers to foreign accounts, physical removal of inventory or equipment to locations outside the Central District of California, and transfers of ownership interests in subsidiaries or affiliated entities.
Ordinary-Course Business Operations Exception. Notwithstanding the foregoing restrictions, Respondents may continue to operate in the ordinary course of business, including:
(a) Payment of trade payables to vendors and suppliers in the ordinary course;
(b) Payment of employee compensation (salary, wages, and benefits) at levels consistent with historical practice;
(c) Payment of tax obligations to federal, state, and local taxing authorities;
(d) Payment of regularly scheduled debt service to Brindoval National Bank under the existing $45 million revolving credit facility dated August 12, 2022; and
(e) Payment of rent, utilities, insurance premiums, and other ordinary operating expenses.
Accounting Requirement. Respondents shall, within seven (7) calendar days of service of this Order, serve on counsel for Halcyon a verified accounting of: (a) all assets of Meridian Dynamics Inc. and Derek Calloway as of the date of this Order; and (b) all transfers of assets exceeding $50,000 in value made by Meridian Dynamics Inc. or Derek Calloway since August 22, 2025, the date of the Award, including a description of each transfer, the identity of the transferee, the consideration received, and the current location or disposition of the transferred assets.
F. Security Under Rule 65(c)
Federal Rule of Civil Procedure 65(c) provides that a court may issue a TRO or preliminary injunction "only if the movant gives security in an amount that the court considers proper to pay the costs and damages sustained by any party found to have been wrongfully enjoined or restrained." Fed. R. Civ. P. 65(c).
Halcyon is prepared to post a bond or other security in an amount to be determined by the Court. Halcyon respectfully proposes a bond in the amount of $500,000, which Halcyon submits is appropriate given the limited scope of the requested TRO and its ordinary-course exception. The proposed TRO does not prevent Respondents from operating their business; it merely prevents extraordinary transactions and asset dissipation. The risk of harm to Respondents from a wrongfully issued TRO of this nature is therefore modest.
Halcyon is prepared to accept such other amount as the Court deems appropriate, and to post the required security promptly upon entry of the TRO.
G. Justification for Ex Parte Relief and Notice Certification
Undersigned counsel Patrick Gallagher hereby certifies the following with respect to efforts to provide notice and the justification for ex parte relief:
Efforts to Provide Notice. As detailed in Section I above, on October 29, 2025, Mr. Gallagher telephoned and emailed Respondents' counsel of record, Raymond Whitfield, Esq., and Alana Choi, Esq., of Whitfield, Carruthers & Payne LLP, at 1999 Avenue of the Stars, Suite 2800, Los Angeles, California 90067. Mr. Gallagher advised Respondents' counsel of Halcyon's intent to file an ex parte application for a TRO and requested that Respondents' counsel stipulate to interim asset-preservation measures. Ms. Choi, on behalf of Respondents, declined to stipulate to any asset-preservation measures and stated that any application would be "vigorously opposed."
Justification for Ex Parte Relief. Immediate and irreparable injury will result before Respondents can be heard in opposition to a noticed motion because:
(a) The evidence demonstrates that asset dissipation is ongoing. New UCC filings have been made against Meridian's assets since the Award. Inventory is being liquidated at below-market prices. Funds are being transferred from operating accounts. Derek Calloway is engaging in personal asset transfers. Each day that passes without judicial intervention increases the risk that critical assets will be placed beyond the reach of execution.
(b) The risk that advance notice of the specific relief sought and the timing of judicial action would accelerate dissipation is real and substantial. If Respondents know the precise date on which the Court will act, they may accelerate their efforts to transfer or encumber assets in the intervening period. While Halcyon has provided general notice to Respondents' counsel that this Application would be filed, the filing of the Application itself — with the attendant risk of delay before a hearing — creates a window during which further dissipation may occur.
(c) Respondents' counsel's refusal to stipulate to even the most basic asset-preservation measures — despite the existence of a final, unanimous arbitration award for $47.3 million and evidence of dissipation — demonstrates that Respondents have no intention of voluntarily preserving assets pending the Court's determination. The refusal to stipulate, in this context, is itself evidence of intent to continue dissipating assets.
For the foregoing reasons, ex parte relief is warranted and necessary to prevent irreparable injury to Halcyon's enforcement rights.
III. CONCLUSION AND PRAYER FOR RELIEF
For all of the foregoing reasons, Petitioner Halcyon Semiconductor AG respectfully requests that the Court:
1. Issue a Temporary Restraining Order in the form attached hereto as Exhibit 1, restraining Respondents Meridian Dynamics Inc. and Derek Calloway, and their officers, agents, employees, attorneys, and all persons acting in concert or participation with them, from transferring, encumbering, dissipating, or otherwise disposing of assets pending confirmation and enforcement of the $47,300,000 Award, together with accruing post-award interest at 10% per annum;
2. Issue an Order to Show Cause why a Preliminary Injunction should not issue, and set a hearing date on or before November 14, 2025, or such other date as the Court deems appropriate;
3. Require Respondents to provide a verified accounting of all assets and all transfers of assets exceeding $50,000 made since August 22, 2025, within seven (7) calendar days of service of the TRO;
4. Set the amount of any bond or security required under Federal Rule of Civil Procedure 65(c), and order Petitioner to post such bond within such time as the Court directs;
5. Grant such other and further relief as the Court deems just and proper.
Dated: October 31, 2025
Respectfully submitted,
CALDERWOOD & HARKNESS LLP
CALDERWOOD & HARKNESS LLP
By: ________
Linda Osei, Responsible Partner Patrick Gallagher, Lead Associate Simone Laroche, Working Associate
777 South Figueroa Street, Suite 4200 Los Angeles, California 90017 Telephone: (213) 555-7400 Facsimile: (213) 555-7401
Email: losei@calderwoodharkness.com
Email: pgallagher@calderwoodharkness.com
Email: slaroche@calderwoodharkness.com
Attorneys for Petitioner HALCYON SEMICONDUCTOR AG
IV. CERTIFICATE OF COMPLIANCE WITH LOCAL RULE 7-19 (EX PARTE APPLICATIONS)
Undersigned counsel hereby certifies compliance with Local Rule 7-19 of the United States District Court for the Central District of California, governing ex parte applications, as follows:
1. Timing of Notice. Pursuant to Local Rule 7-19.1, undersigned counsel provided notice to Respondents' counsel of record, Raymond Whitfield, Esq., and Alana Choi, Esq., of Whitfield, Carruthers & Payne LLP, of the intent to file this ex parte application. Telephonic notice was provided at approximately 3:17 p.m. Pacific Time on October 29, 2025, and written notice via email was provided at approximately 3:22 p.m. Pacific Time on October 29, 2025. This notice was provided more than twenty-four (24) hours prior to the filing of this Application.
2. Content of Notice. The notice informed Respondents' counsel that Halcyon intended to file an ex parte application for a temporary restraining order seeking asset-preservation relief pending confirmation and enforcement of the August 22, 2025 Arbitration Award, and requested that Respondents' counsel stipulate to interim asset-preservation measures.
3. Response to Notice. At approximately 4:48 p.m. Pacific Time on October 29, 2025, Alana Choi, Esq., responded via email on behalf of Respondents, stating that Respondents "decline to stipulate to any asset-preservation measures" and that any such application would be "vigorously opposed." Ms. Choi did not offer any alternative proposals or assurances regarding asset preservation.
4. Reasons for Proceeding Ex Parte. As set forth in detail in Section II.G above, ex parte relief is necessary because: (a) the evidence demonstrates ongoing asset dissipation that will cause immediate and irreparable injury before Respondents can be heard in opposition; (b) the risk that further notice or delay will accelerate dissipation is real and substantial; and (c) Respondents' counsel has refused to stipulate to any interim asset-preservation measures.
5. Declaration of Patrick Gallagher. The Declaration of Patrick Gallagher, filed concurrently herewith, sets forth the specific facts supporting the need for ex parte relief, including the evidence of ongoing asset dissipation and the efforts made to provide notice to Respondents' counsel.
CALDERWOOD & HARKNESS LLP
By: ________
Patrick Gallagher Lead Associate
Attorneys for Petitioner HALCYON SEMICONDUCTOR AG
V. [PROPOSED] TEMPORARY RESTRAINING ORDER
UNITED STATES DISTRICT COURT CENTRAL DISTRICT OF CALIFORNIA
The Court, having considered the Ex Parte Application for Temporary Restraining Order and Order to Show Cause Re Preliminary Injunction (Asset Preservation) filed by Petitioner Halcyon Semiconductor AG ("Halcyon"), the Memorandum of Points and Authorities in support thereof, the Declaration of Patrick Gallagher with Exhibits A through L attached thereto, and the Declaration of Dr. Katharina Reinhardt, and good cause appearing therefor, the Court hereby ORDERS as follows:
1. Temporary Restraining Order
Respondents Meridian Dynamics Inc. (EIN 83-2047561) and Derek Calloway, and their officers, agents, servants, employees, attorneys, and all persons in active concert or participation with them who receive actual notice of this Order by personal service or otherwise, are hereby TEMPORARILY RESTRAINED AND ENJOINED from:
(a) Transferring, selling, assigning, pledging, hypothecating, encumbering, or otherwise disposing of any assets, whether real or personal, tangible or intangible, including but not limited to: