UNITED STATES DISTRICT COURT CENTRAL DISTRICT OF CALIFORNIA
Filed: October 14, 2025
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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 Centre for Dispute Resolution ("AAA/ICDR") in Case No. 01-24-0003917 after seven days of evidentiary hearings, extensive briefing, and the presentation of expert testimony and documentary evidence.
Halcyon is a publicly traded German Aktiengesellschaft (listed on the SIX Swiss Exchange under the ticker symbol HSAG; registered HRB 241873, Amtsgericht München) that designs and manufactures advanced semiconductor components. Respondent Meridian Dynamics Inc. ("Meridian") is a Delaware corporation with its principal place of business in Irvine, California, that served as Halcyon's exclusive distributor in the United States pursuant to an Exclusive Distribution Agreement dated September 28, 2016 (the "Distribution Agreement"). Respondent Derek Calloway ("Calloway") is Meridian's CEO, founder, and 62% shareholder, who personally guaranteed certain of Meridian's obligations under the Distribution Agreement up to a cap of $10,000,000 pursuant to Section 12.4 of that agreement.
The Award unanimously granted Halcyon $47,300,000 in damages, fees, and costs against Meridian and Calloway (as to Calloway, subject to his $10,000,000 personal guaranty cap). The Award further provides for post-award interest at the California statutory rate of ten percent (10%) per annum, in accordance with California Civil Code § 3289, running from August 22, 2025 until the date of payment in full.
The arbitration arose from Meridian's flagrant and repeated material breaches of the Distribution Agreement. Specifically, Meridian (i) entered into a competing distribution arrangement with Solaris Chip Technologies Ltd. ("Solaris"), a UK-based direct competitor of Halcyon, in clear violation of the non-compete clause set forth in Section 7.2 of the Distribution Agreement; (ii) failed to meet its 2023 minimum purchase commitment of $65,000,000, purchasing only $41,700,000 — a shortfall of $23,300,000, representing approximately 35.8% of the required commitment — in violation of Section 3.2; and (iii) diverted Halcyon products to unauthorized gray-market resellers in violation of Section 4.6, causing significant price erosion and disruption to Halcyon's authorized channel partners.
This Petition is timely filed within the one-year period prescribed by 9 U.S.C. § 9. The Award is final and definite, resolving all claims submitted to the tribunal with specificity as to each category of damages. The arbitration arose out of a valid and enforceable arbitration agreement — Section 14.3 of the Distribution Agreement — and proper notice has been served on Respondents. Under the Federal Arbitration Act ("FAA"), 9 U.S.C. §§ 1–16, and the well-established precedent of the United States Supreme Court and the Ninth Circuit, confirmation of the Award should be granted as a matter of course.
Respondents have signaled that they intend to resist confirmation. By letter dated September 5, 2025, Respondents' counsel, Whitfield, Carruthers & Payne LLP (through Raymond Whitfield, lead partner, and Alana Choi, senior associate), refused to satisfy the Award and indicated an intent to move to vacate under 9 U.S.C. § 10 on two grounds. First, Respondents assert "evident partiality" of Presiding Arbitrator Hon. Gerald M. Osterhaus (Ret.) under § 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 German law advisor during the arbitration. Second, Respondents contend that the tribunal "exceeded its powers" under § 10(a)(4) by awarding lost-profits damages for the full unexpired 2.8-year term of the Distribution Agreement.
Both anticipated grounds for vacatur are meritless. The alleged "relationship" between Judge Osterhaus and Dr. Falkenberg amounts to nothing more than a single joint appearance on a CLE panel in 2019 — a trivial, non-financial, non-representational contact that does not remotely approach the threshold for evident partiality. And the tribunal's lost-profits award drew directly from the contractual framework of the Distribution Agreement and was supported by expert testimony that was fully vetted during the hearing; such an award plainly "draws its essence" from the parties' contract and is well within the scope of the tribunal's authority. This memorandum preemptively addresses and rebuts both anticipated grounds in full.
For all these reasons, Halcyon respectfully requests that the Court confirm the Award, enter judgment in the amount of $47,300,000 against Meridian (and against Calloway, jointly and severally, up to his $10,000,000 personal guaranty cap), with post-award interest at 10% per annum from August 22, 2025 until the date of payment, and award Halcyon the costs of this proceeding.
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 management integrated circuits ("PMICs"), marketed under the Series HX-400 through HX-900 product lines, and silicon carbide ("SiC") switching modules, marketed under the Series SC-200 through SC-500 product lines. Halcyon's products are widely used in automotive powertrain applications, industrial automation systems, and renewable-energy infrastructure, including solar inverters and wind-turbine power converters. For its 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 the North American market. (Osei Decl. ¶ 3; Ex. A (Halcyon Annual Report, FY2024 (excerpt)).)
Meridian Dynamics Inc. Respondent Meridian Dynamics Inc. is a corporation organized and existing under the laws of the State of Delaware (EIN 83-2047561). Its registered agent for service of process in Delaware is located at 1209 Orange Street, Wilmington, Delaware 19801. Meridian maintains its principal place of business at 2750 Barranca Parkway, Suite 400, Irvine, California 92606, and also operates a warehouse and distribution center at 1480 East Fourth Street, Ontario, California 91764. Meridian is a specialty electronics components distributor that serves customers throughout the western United States, including original equipment manufacturers, contract electronics manufacturers, and design houses. Meridian was founded in 2009 by Derek Calloway (CEO, 62% shareholder) and Janet Shin (Chief Operating Officer, 23% shareholder), with the remaining equity held by various minority investors. For its fiscal year ending December 31, 2024, Meridian reported approximately $312 million in revenue and total assets of approximately $187 million. (Osei Decl. ¶ 4; Ex. B (Meridian Corporate Profile and Selected Financial Data).)
Derek Calloway. Respondent Derek Calloway is an individual who, upon information and belief, resides in Orange County, California. Calloway is the Chief Executive Officer, co-founder, and majority shareholder of Meridian, holding approximately 62% of the company's outstanding equity. Pursuant to Section 12.4 of the Distribution Agreement, Calloway executed a personal guaranty of certain of Meridian's obligations under the agreement, up to an aggregate cap of $10,000,000. Calloway was named as a respondent in the AAA/ICDR arbitration, was represented by counsel throughout those proceedings, and is a proper judgment debtor for purposes of enforcing the Award to the extent of his personal guaranty. (Osei Decl. ¶ 5; Ex. C (Section 12.4 of the Distribution Agreement).)
B. The Distribution Agreement
On September 28, 2016, Halcyon and Meridian executed the Exclusive Distribution Agreement (the "Distribution Agreement"), which became effective on January 1, 2017 and was set to expire on December 31, 2026 — a ten-year term. (Osei Decl. ¶ 7; Ex. D (Distribution Agreement).) Under the Distribution Agreement, Halcyon granted Meridian the exclusive right to distribute Halcyon's PMIC product line (Series HX-400 through HX-900) and SiC switching modules (Series SC-200 through SC-500) throughout the United States. In exchange, Meridian accepted a number of significant obligations designed to protect Halcyon's market position, pricing structure, and brand integrity.
The key provisions of the Distribution Agreement relevant to this Petition are as follows:
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 commitment escalating in each subsequent year. The Year 7 minimum purchase commitment (calendar year 2023) was $65,000,000, and the Year 8 commitment (calendar year 2024) was $72,000,000. These minimum purchase commitments were not aspirational targets; they were binding contractual obligations, the breach of which constituted an event of default under Section 10.1 of the Distribution Agreement. (Osei Decl. ¶ 8; Ex. D at §§ 3.2, 10.1.)
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 partners from unfair competition, and ensuring that Halcyon's products were sold with appropriate technical support and warranty service. (Osei Decl. ¶ 9; Ex. D at § 4.6.)
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 market position, free from the conflicting incentives that would arise if Meridian simultaneously distributed products from a competing manufacturer. (Osei Decl. ¶ 10; Ex. D at § 7.2.)
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, California. The clause provides for a three-member tribunal. (Ex. D at § 14.3.)
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 equivalents throughout the term of the agreement. (Ex. D at § 14.5.)
C. Meridian's Breaches
Beginning no later than May 2023, Meridian engaged in a pattern of material breaches of the Distribution Agreement that struck at the heart of the exclusive distribution relationship.
The Solaris Side Deal (Section 7.2 Violation). In approximately the second quarter of 2023, Halcyon discovered that Meridian had secretly entered into a distribution arrangement with Solaris Chip Technologies Ltd. ("Solaris"), a UK-based manufacturer of power management ICs and switching components that competes directly with Halcyon in the automotive and industrial markets. The Solaris arrangement was a flagrant violation of the non-compete clause set forth in Section 7.2 of the Distribution Agreement. According to evidence presented at the arbitration hearing, Meridian had been in discussions with Solaris as early as late 2022 and began actively distributing Solaris products to customers in the western United States by March 2023 — while still operating under the exclusive distribution arrangement with Halcyon. This conduct not only violated Meridian's contractual obligations but also diverted sales effort, customer relationships, and technical support resources away from Halcyon's product lines. (Osei Decl. ¶ 13; Ex. E (email correspondence between Calloway and Solaris executives, produced in arbitration).)
Failure to Meet the 2023 Minimum Purchase Commitment (Section 3.2 Violation). For calendar year 2023, Meridian was required to purchase a minimum of $65,000,000 of Halcyon products under Section 3.2 of the Distribution Agreement. Meridian purchased only $41,700,000 — a shortfall of $23,300,000, representing approximately 35.8% of the required commitment. The shortfall was not attributable to market conditions or force majeure; rather, as the evidence at the arbitration hearing demonstrated, Meridian's purchase volume declined in direct correlation with its diversion of sales resources toward Solaris products. (Osei Decl. ¶ 14; Ex. F (purchase records for calendar year 2023).)
Gray-Market Diversion (Section 4.6 Violation). In addition to the non-compete violation and the purchase shortfall, Meridian diverted significant quantities of Halcyon products to unauthorized gray-market resellers. These unauthorized sales undermined Halcyon's pricing discipline, damaged relationships with authorized channel partners, and caused price erosion in the market for Halcyon's PMIC and SiC product lines. Evidence introduced at the hearing included invoices and shipping records documenting the sale of Halcyon products to at least four unauthorized downstream purchasers, including gray-market brokers operating outside Halcyon's authorized channel. (Osei Decl. ¶ 15; Ex. G (invoices and shipping records documenting gray-market diversions).)
Notice of Default and Termination. On November 3, 2023, Halcyon issued a formal written notice of default to Meridian, identifying each of the foregoing breaches and demanding that Meridian cure the defaults within the ninety (90) day cure period prescribed by Section 10.2 of the Distribution Agreement. The cure period expired on February 1, 2024, without Meridian having cured any of the identified defaults. Meridian did not terminate its relationship with Solaris, did not make up the purchase shortfall, and did not take any steps to address the gray-market diversion. On March 15, 2024, Halcyon terminated the Distribution Agreement for cause, effective immediately. (Osei Decl. ¶ 16; Ex. H (Notice of Default, dated Nov. 3, 2023); Ex. I (Notice of Termination, dated Mar. 15, 2024).)
D. The Arbitration Proceedings
On April 8, 2024, Halcyon filed its Demand for Arbitration with the AAA/ICDR, initiating Case No. 01-24-0003917. The Demand asserted claims for breach of contract (Sections 3.2, 4.6, and 7.2), seeking damages for lost profits over the unexpired term of the Distribution Agreement, shortfall damages, gray-market diversion damages, and attorneys' fees and costs under the prevailing-party fee-shifting provision of Section 14.5. Calloway was named as a respondent in his capacity as personal guarantor under Section 12.4. (Osei Decl. ¶ 18; Ex. J (Demand for Arbitration).)
On June 19, 2024, the three-member tribunal was constituted as follows:
• Presiding Arbitrator: Hon. Gerald M. Osterhaus (Ret.), a former judge of the California Court of Appeal, Second Appellate District, who has served as a neutral arbitrator and mediator since his retirement from the bench in 2015. Judge Osterhaus was selected by the two party-appointed arbitrators from a list provided by the AAA/ICDR, in accordance with the applicable rules.
• Claimant's Party-Appointed Arbitrator: Prof. Diane K. Sørensen, an adjunct professor of international commercial law at Westbrook University School of Law, who has served as an arbitrator in over forty international and domestic commercial disputes.
• Respondent's Party-Appointed Arbitrator: Victor R. Taniguchi, Esq., an independent arbitrator and former partner at Gessler Hahn LLP, with more than twenty-five years of experience in commercial litigation and arbitration.
(Osei Decl. ¶ 19; Ex. K (AAA/ICDR Notification of Tribunal Constitution).)
The evidentiary hearing was conducted over seven hearing days across two weeks. The first week of hearings took place from October 14 through October 18, 2024 (five hearing days), and the second week took place from November 4 through November 5, 2024 (two hearing days). All hearing sessions were held in Los Angeles, California, the contractual seat of arbitration. (Osei Decl. ¶ 20; Ex. L (Procedural Timetable).)
Both parties were represented by counsel throughout the arbitration proceedings. Meridian and Calloway were represented by Whitfield, Carruthers & Payne LLP (Raymond Whitfield, lead partner, and Alana Choi, senior associate). Halcyon was represented by arbitration counsel who presented its case before the tribunal. Additionally, Halcyon retained Falkenberg & Strauss GmbH, a Munich-based law firm (Dr. Elias Falkenberg, lead partner), to advise on matters of German law and cross-border enforcement strategy. Falkenberg & Strauss GmbH was not counsel of record in the arbitration and did not appear before the tribunal; its role was limited to providing behind-the-scenes legal advice on matters outside the scope of the arbitration proceedings themselves. (Osei Decl. ¶ 21.)
Halcyon presented the expert testimony of Dr. Renata Moss, CFA, Managing Director of Pinnacle Forensic Advisory LLC, who submitted a comprehensive damages report and testified before the panel during the hearing. Dr. Moss's damages model projected Halcyon's lost margin over the unexpired 2.8-year term of the Distribution Agreement (from the date of termination, March 15, 2024, through the contractual expiration date, December 31, 2026), applying an 8.5% discount rate to calculate the net present value of those losses. Dr. Moss was cross-examined by Respondents' counsel and her methodology was the subject of extensive briefing and argument. (Osei Decl. ¶ 22; Ex. M (Expert Report of Dr. Renata Moss, CFA (excerpt)).)
E. The Final Award
On August 22, 2025, the tribunal issued its Final Award unanimously in favor of Halcyon. The Award resolved all claims submitted to arbitration and 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 the agreement for cause, and that Halcyon was entitled to damages as follows:
(Osei Decl. ¶ 24; Ex. N (Final Award, AAA/ICDR Case No. 01-24-0003917).)
Lost Profits ($31,800,000). The tribunal awarded $31,800,000 in lost-profits damages representing the net present value of Halcyon's projected margin over the unexpired 2.8-year term of the Distribution Agreement (March 15, 2024 through December 31, 2026). This amount was based on Dr. Renata Moss's damages model, which the tribunal credited after extensive evaluation, including Dr. Moss's testimony and cross-examination. The model projected Halcyon's lost margin based on the contractual minimum purchase commitments set forth in Section 3.2, Halcyon's historical margin rates on sales to Meridian, and a discount rate of 8.5% to account for the time value of money and business risk. (Osei Decl. ¶ 25; Ex. N at ¶¶ 87–112.)
Shortfall Damages ($9,200,000). The tribunal awarded $9,200,000 in shortfall damages arising from Meridian's failure to meet its 2023 minimum purchase commitment. The calculation was straightforward: Meridian purchased only $41,700,000 of Halcyon products in calendar year 2023, against a contractual minimum of $65,000,000, producing a purchase shortfall of $23,300,000. Applying Halcyon's average margin of 39.5% to the shortfall yielded damages of $9,203,500, which the tribunal rounded to $9,200,000 in the Award. (Osei Decl. ¶ 26; Ex. N at ¶¶ 113–121.)
Gray-Market Diversion Damages ($4,100,000). The tribunal awarded $4,100,000 in gray-market diversion damages to compensate Halcyon for price erosion and channel remediation costs arising from Meridian's unauthorized resales of Halcyon products to gray-market brokers and other unauthorized downstream purchasers, in violation of Section 4.6. (Osei Decl. ¶ 27; Ex. N at ¶¶ 122–138.)
Attorneys' Fees and Arbitration Costs ($2,200,000). The tribunal allocated 100% of the attorneys' fees and arbitration costs to Meridian, as the non-prevailing party, pursuant to the prevailing-party fee-shifting provision in Section 14.5 of the Distribution Agreement. The total amount of $2,200,000 includes Halcyon's reasonable attorneys' fees incurred in the arbitration, as well as arbitrator fees, AAA/ICDR administrative fees, and hearing-room costs. (Osei Decl. ¶ 28; Ex. N at ¶¶ 139–148.)
Post-Award Interest. The Award expressly provides for post-award interest at the California statutory rate of ten percent (10%) per annum under California Civil Code § 3289, commencing on August 22, 2025 (the date of the Award) and running until the date of full payment. (Osei Decl. ¶ 29; Ex. N at ¶ 149.)
Calloway's Liability. The tribunal found that Calloway's personal guaranty under Section 12.4 of the Distribution Agreement was valid and enforceable and that Calloway was jointly and severally liable with Meridian for the Award, up to the $10,000,000 guaranty cap specified in Section 12.4. (Osei Decl. ¶ 30; Ex. N at ¶¶ 150–156.)
F. Post-Award Developments
On September 5, 2025, Respondents' counsel, Raymond Whitfield and Alana Choi of Whitfield, Carruthers & Payne LLP, 1999 Avenue of the Stars, Suite 2800, Los Angeles, California 90067, transmitted a letter to Halcyon's counsel refusing to satisfy the Award. The letter stated that Respondents intended to move to vacate the Award under 9 U.S.C. § 10 on two grounds: (a) alleged evident partiality of Presiding Arbitrator Hon. Gerald M. Osterhaus (Ret.) under § 10(a)(2), based on an asserted undisclosed prior professional relationship between Judge Osterhaus and Dr. Elias Falkenberg of Falkenberg & Strauss GmbH; and (b) an assertion that the tribunal exceeded its powers under § 10(a)(4) by awarding lost-profits damages for the full unexpired 2.8-year term of the Distribution Agreement. (Osei Decl. ¶ 32; Ex. O (Whitfield Letter, dated Sept. 5, 2025).)
On September 30, 2025, Halcyon formally retained Calderwood & Harkness LLP to petition for confirmation of the Award in this Court and to oppose any motion to vacate. (Osei Decl. ¶ 33.)
On October 14, 2025, Halcyon filed this Petition and supporting memorandum in the United States District Court for the Central District of California. Respondents' cross-motion to vacate, if any, is anticipated to be due on or about November 13, 2025. (Osei Decl. ¶ 34.)
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 should be resolved in favor of arbitration. Moses H. Cone Mem'l Hosp. v. Mercury Constr. Corp., 460 U.S. 1, 24–25 (1983); Camberwell Enterprises Mobility LLC v. Concepcion, 563 U.S. 333, 339 (2011).
This policy extends with full force to the judicial review of arbitration awards. Under Section 9 of the FAA, a court presented with a petition to confirm an arbitral award "must grant" confirmation unless it finds grounds to vacate the award under Section 10 or to modify or correct the award under Section 11. 9 U.S.C. § 9. Confirmation proceedings are summary in nature; the court does not sit as an appellate tribunal reviewing the merits of the arbitrators' decision. First Options of Chicago, Inc. v. Kaplan, 514 U.S. 938, 942 (1995).
The standard of judicial review of arbitration awards is "among the narrowest known in the law." Kyocera Corp. v. Prudential-Bache Trade Servs., Inc., 341 F.3d 987, 998 (9th Cir. 2003) (en banc). The court does not review the merits of the underlying dispute, reassess the credibility of witnesses, reweigh the evidence, or second-guess the arbitrators' reasoning. The Supreme Court has unequivocally held that the statutory grounds for vacatur enumerated in Section 10 are exclusive and may not be supplemented by judicially created doctrines such as "manifest disregard of the law." Hall Street Assocs., L.L.C. v. Mattel, Inc., 552 U.S. 576, 584 (2008). The FAA's enforcement regime is designed to ensure that arbitration awards are given the same respect, and afforded the same enforcement mechanisms, as judgments rendered in litigation, and a court's role in reviewing such awards is correspondingly limited.
This extremely deferential standard of review serves the twin purposes underlying the FAA: promoting the efficient resolution of disputes through arbitration, and honoring the parties' contractual agreement to submit their disputes to a private adjudicator rather than a court. When sophisticated commercial parties, represented by counsel, agree to resolve their disputes through binding arbitration, they have bargained for the arbitrators' judgment — including the risk that the arbitrators may err. "It is not enough . . . to show that the panel committed an error — or even a serious error." Stolt-Nielsen S.A. v. AnimalFeeds Int'l Corp., 559 U.S. 662, 671 (2010).
B. Requirements for Confirmation Under 9 U.S.C. § 9
Under Section 9 of the FAA, confirmation of an arbitration award is appropriate when the following requirements are satisfied:
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 Under 9 U.S.C. § 10
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 in refusing to hear evidence pertinent and material to the controversy, or of any other misbehavior by which the rights of any party have been prejudiced; or
(a)(4) Where the arbitrators exceeded their powers, or so imperfectly executed them that a mutual, final, and definite award upon the subject matter submitted was not made.
9 U.S.C. § 10(a).
These grounds are "extremely narrow" and must be "strictly construed." Kyocera, 341 F.3d at 998. The burden of proof rests squarely on the party seeking vacatur — here, Respondents. Vacatur is an "extreme" remedy, appropriate only in the most egregious circumstances, and is not a vehicle for a disappointed party to relitigate the merits of the underlying dispute. U.S. Life Ins. Co. v. Superior Nat'l Ins. Co., 591 F.3d 1167, 1173 (9th Cir. 2010). The "heavy burden" borne by the party seeking vacatur reflects the fundamental principle that the parties, by agreeing to arbitration, have elected to accept the risk of error in exchange for the benefits of speed, efficiency, finality, and the expertise of their chosen decision-makers.
As demonstrated below, Respondents' two anticipated grounds for vacatur — evident partiality under § 10(a)(2) and excess of powers under § 10(a)(4) — fail to satisfy these exacting standards.
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 this agreement to arbitrate, shall be determined by arbitration in Los Angeles, California before a tribunal of three (3) arbitrators. The arbitration shall be administered by the International Centre for Dispute Resolution of the American Arbitration Association (AAA/ICDR) in accordance with its International Arbitration Rules then in effect.
(Ex. D at § 14.3.)
This arbitration clause is enforceable under the FAA. Section 2 of the FAA provides that a written arbitration agreement "in a contract evidencing a transaction involving [interstate or international] commerce . . . shall be valid, irrevocable, and enforceable, save upon such grounds as exist at law or in equity for the revocation of any contract." 9 U.S.C. § 2. The Distribution Agreement is a commercial contract between a German semiconductor manufacturer and a Delaware distributor operating in California, and it plainly involves interstate and international commerce. The arbitration clause is governed by California law (Section 14.1), and there is no dispute as to the clause's validity or enforceability.
Both parties participated fully in the arbitration without objecting to the tribunal's jurisdiction. Respondents filed responsive pleadings, selected a party-appointed arbitrator (Victor R. Taniguchi, Esq.), presented evidence and testimony, cross-examined Halcyon's witnesses, and submitted post-hearing briefs. At no point during the arbitration did Respondents challenge the tribunal's jurisdiction or the validity of the arbitration agreement. Any jurisdictional objection has therefore been waived. (Osei Decl. ¶ 37.)
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-profits damages, shortfall damages, gray-market diversion damages, and attorneys' fees and costs. Each category of damages is specified with particularity, and the total amount of the Award — $47,300,000 — is stated clearly. The Award also specifies the applicable post-award interest rate (10% per annum under Cal. Civ. Code § 3289) and the date from which interest begins to accrue (August 22, 2025). The Award leaves no issues for further determination by the tribunal or any other adjudicator. It is final and definite in every respect. (Osei Decl. ¶ 38; Ex. N.)
The unanimity of the Award is significant. When all three arbitrators — including the arbitrator appointed by Respondents — agree on the outcome, the finality and integrity of the award are reinforced. There is no dissent, no partial concurrence, and no reservation of any issue for further proceedings. The tribunal's mandate is exhausted, and the Award is ripe for confirmation.
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, 1999 Avenue of the Stars, Suite 2800, Los Angeles, California 90067, were served via the Court's CM/ECF electronic filing system and by overnight courier.
• Meridian Dynamics Inc. was served at its principal place of business, 2750 Barranca Parkway, Suite 400, Irvine, California 92606, and through its registered agent at 1209 Orange Street, Wilmington, Delaware 19801, by overnight courier and certified mail.
• Derek Calloway was served through counsel and, as appropriate, at his last known address in Orange County, California.
(Osei Decl. ¶ 40; Certificate of Service filed herewith.)
All four requirements for confirmation under 9 U.S.C. § 9 are satisfied. Absent any valid ground for vacatur — and, as demonstrated below, there is none — the Court is required to confirm the Award and enter judgment accordingly.
B. None of the Grounds for Vacatur Under 9 U.S.C. § 10 Apply
By letter dated September 5, 2025, Respondents' counsel, Whitfield, Carruthers & Payne LLP, indicated that Respondents intend to move to vacate the Award under 9 U.S.C. § 10 on two grounds: (a) alleged evident partiality of Presiding Arbitrator Osterhaus under § 10(a)(2), and (b) an assertion that the tribunal exceeded its powers under § 10(a)(4) by awarding lost-profits damages for the full unexpired term of the Distribution Agreement. Halcyon addresses both anticipated grounds below and demonstrates that neither has merit. Because Respondents bear the heavy burden of establishing a statutory ground for vacatur, and because the grounds they have identified are factually unsupported and legally insufficient, the Award should be confirmed.
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 German law advisor during the arbitration. This contention is meritless.
a. The Legal Standard for Evident Partiality. The seminal case on "evident partiality" under Section 10(a)(2) is Commonwealth Coatings Corp. v. Continental Casualty Co., 393 U.S. 145 (1968). In Commonwealth Coatings, the Supreme Court vacated an award where the neutral arbitrator had an undisclosed ongoing business relationship with one of the parties, having rendered substantial services to that party over a period of years. The Court held that arbitrators must disclose any dealings that might create an impression of possible bias, but the precise contours of the "evident partiality" standard have been refined by the circuit courts in the decades since that decision.
In the Ninth Circuit, "evident partiality" requires more than an appearance of bias; the challenging party must demonstrate a concrete, direct, and non-trivial relationship between the arbitrator and a party or counsel that would create "a reasonable impression of partiality" in the mind of a hypothetical reasonable person aware of all the relevant facts. Monster Energy Co. v. City Beverages, LLC, 940 F.3d 1130, 1138 (9th Cir. 2019). The court applies an objective standard: "whether a reasonable person would have to conclude that an arbitrator was partial to one party to the arbitration." Id. (emphasis in original). Speculation, innuendo, and attenuated connections are insufficient. See Sunward Elecs., Inc. v. McDonald, 362 F.3d 17, 24 (2d Cir. 2004) (emphasizing that "trivial" or "attenuated" relationships do not establish evident partiality); Poulos v. CeasarsStoneCo. Pty Ltd., 32 F.4th 277, 285 (3d Cir. 2022) (noting the "heavy burden" on the party asserting evident partiality).
The touchstone of the evident partiality inquiry is whether there is an undisclosed financial, professional, or other direct relationship between the arbitrator and a party that is of a nature and degree sufficient to undermine confidence in the arbitrator's neutrality. Mere social contacts, shared professional associations, or incidental professional interactions — such as appearing together on a conference panel — are insufficient. The relationship must be "direct, definite, and capable of demonstration rather than remote, uncertain, or speculative." U.S. Life Ins. Co., 591 F.3d at 1174.
Furthermore, while the AAA/ICDR International Arbitration Rules impose broad disclosure obligations on arbitrators, a failure to disclose does not automatically constitute a ground for vacatur. The failure to disclose must pertain to a relationship that would itself give rise to justifiable doubt about the arbitrator's impartiality. Where the underlying relationship is trivial and non-disqualifying, the failure to disclose it — even if it technically should have been disclosed — does not establish evident partiality under the FAA. The inquiry is ultimately a substantive one: would a reasonable person, aware of the undisclosed contact, conclude that the arbitrator was partial? If not, vacatur is unwarranted regardless of the disclosure failure.
b. The Alleged Osterhaus–Falkenberg Relationship Is Non-Disqualifying. Respondents allege that Presiding Arbitrator Hon. Gerald M. Osterhaus (Ret.) had an undisclosed "prior professional relationship" with Dr. Elias Falkenberg, lead partner of Falkenberg & Strauss GmbH. Respondents have characterized this contact as a significant, disqualifying relationship that taints the entire Award. Upon investigation, however, the actual facts are far more modest — indeed, they are trivial.
The entirety of any prior contact between Judge Osterhaus and Dr. Falkenberg consists of a single joint appearance on a continuing legal education ("CLE") panel in 2019. The panel, which addressed a topic of general interest in international commercial arbitration, was one of several sessions at a multi-day conference. Judge Osterhaus and Dr. Falkenberg were two of several panelists; they did not have a co-counsel relationship, a referral relationship, a business relationship, a financial relationship, or any other ongoing professional connection. There is no evidence — and Respondents have not proffered any — that Judge Osterhaus and Dr. Falkenberg communicated with each other before or after the 2019 panel, that they exchanged referrals, that they had any financial dealings, or that they had any relationship whatsoever beyond sharing a stage for a single educational presentation more than five years before the arbitration hearing.
This single CLE panel appearance does not create a "reasonable impression of partiality" by any measure. It is precisely the kind of "trivial" and "attenuated" contact that courts have consistently held falls far short of the evident partiality standard. Arbitrators, particularly retired judges and experienced practitioners, regularly interact with attorneys and academics in professional settings — at bar association events, CLE programs, academic conferences, and the like. If every such interaction were deemed disqualifying, the pool of available arbitrators would be reduced to a point of impracticality, and the system of commercial arbitration on which sophisticated parties and the FAA itself depend would be rendered unworkable.
Moreover, several additional facts further undermine Respondents' claim:
First, Falkenberg & Strauss GmbH was not counsel of record in the arbitration. The firm served exclusively as Halcyon's German law advisor, providing behind-the-scenes guidance on matters of German law and cross-border enforcement strategy. Falkenberg & Strauss GmbH did not appear before the tribunal, did not submit pleadings or evidence, did not examine or cross-examine witnesses, and had no role in the conduct of the arbitration proceedings. Any alleged relationship between the Presiding Arbitrator and an advisor who did not participate in the hearing is even more attenuated than a relationship between an arbitrator and counsel of record — and the latter would be insufficient on these facts in any event.
Second, the Award was unanimous. All three arbitrators — including Respondent's own party-appointed arbitrator, Victor R. Taniguchi, Esq. — joined in the Award. The unanimity of the Award powerfully undermines any suggestion that the Presiding Arbitrator's alleged bias influenced the outcome. If Judge Osterhaus were indeed biased in favor of Halcyon, one would expect at least some divergence between his views and those of Mr. Taniguchi, the arbitrator selected by Respondents. There was none. The Award was unanimous on liability, damages, and fees.
Third, Judge Osterhaus complied with his disclosure obligations under the AAA/ICDR International Arbitration Rules. At the time of his appointment, Judge Osterhaus completed the AAA/ICDR's standard disclosure questionnaire and disclosed all relationships that, in his reasonable judgment, might give rise to justifiable doubt about his impartiality. The limited nature of the 2019 CLE panel appearance — a single event, years in the past, with no financial or ongoing professional dimension — was not the type of relationship that would give rise to justifiable doubt, and its non-disclosure does not support an inference of concealment or bad faith.
Halcyon anticipates submitting, in opposition to any motion to vacate, the Declaration of Hon. Gerald M. Osterhaus (Ret.), which will confirm the limited nature and extent of any prior contact with Dr. Falkenberg and will further confirm that Judge Osterhaus had no financial interest in, or ongoing relationship with, Halcyon, Falkenberg & Strauss GmbH, or any party or counsel. (Osei Decl. ¶ 44.)
c. The Contact Does Not Rise to the Level of "Evident Partiality". Courts have consistently held that far more significant contacts than a single CLE panel appearance do not constitute evident partiality under § 10(a)(2). In evaluating claims of evident partiality, courts have rejected challenges based on social acquaintanceships between arbitrators and counsel, shared membership in bar associations or professional organizations, service on the same nonprofit board, and occasional referral relationships. Each of these categories of contact involves a closer, more sustained, and more substantive relationship than a one-time CLE panel appearance — and each has been found insufficient.
The reason is straightforward: the evident partiality standard targets relationships that are direct, financial, substantial, and of a kind that would actually compromise an arbitrator's ability to decide the case on the merits. A single educational panel appearance six years before the hearing, with no financial dimension, no ongoing contact, and no representational relationship, is the very definition of a trivial, non-disqualifying contact. No reasonable person, aware of all the relevant facts, would "have to conclude" that Judge Osterhaus was partial to Halcyon because he once sat on a CLE panel with a German attorney who later — years later — advised Halcyon on matters of German law in a behind-the-scenes capacity that did not involve any appearance before the tribunal.
Respondents bear a "heavy burden" to establish evident partiality, and they cannot remotely meet that burden on these facts. Their evident partiality challenge should be rejected, and this ground for vacatur should be denied.
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 disagreement that, however strongly felt, is not a ground for vacatur under the FAA.
a. The Legal Standard for "Exceeded Powers". An arbitrator "exceeds his powers" within the meaning of § 10(a)(4) only in the most limited of circumstances. The Supreme Court has held that a court may vacate an award on this ground only when the arbitrators acted outside the scope of the issues submitted to them for decision, or when the award does not "draw its essence" from the parties' contract. Oxford Health Plans LLC v. Sutter, 569 U.S. 564, 569 (2013); Stolt-Nielsen, 559 U.S. at 671.
The Ninth Circuit has articulated this standard with precision: "As long as the arbitrator is even arguably construing or applying the contract and acting within the scope of his authority, that a court is convinced he committed serious error does not suffice to overturn his decision." Kyocera, 341 F.3d at 997 (internal quotation marks omitted). The court's inquiry is limited to two questions: (1) did the arbitrators have the authority to decide the issue in question, and (2) did they decide it in a manner that can be rationally derived from the parties' agreement or the submission to arbitration? If the answer to both questions is yes, the award must be confirmed, regardless of whether the court agrees with the arbitrators' legal analysis, factual findings, or damages calculation.
This standard is intentionally capacious. It reflects the principle that by agreeing to arbitration, the parties have agreed to accept the arbitrators' decision — including the risk that the arbitrators may err in their interpretation or application of the law, their assessment of the evidence, or their calculation of damages. The "exceeded powers" ground for vacatur is reserved for the rare case in which the arbitrators wholly disregarded the terms of the parties' agreement or decided an issue that was never submitted to them. See Poweragent Inc. v. Elec. Data Sys. Corp., 358 F.3d 1187, 1193 (9th Cir. 2004).
Even serious errors of law or fact do not warrant vacatur. As the Supreme Court has explained, the question is not whether the arbitrators got it right, but whether they were "even arguably construing or applying the contract." Oxford Health Plans, 569 U.S. at 569. If the arbitrators' decision can be rationally connected to the parties' agreement, the court's inquiry is at an end.
b. The Lost-Profits Award for the Full Unexpired Term Was Within the Tribunal's Authority. Respondents contend that the tribunal exceeded its powers by awarding $31,800,000 in lost-profits damages representing Halcyon's lost margin over the full unexpired 2.8-year term of the Distribution Agreement (from the date of termination, March 15, 2024, through the contractual expiration date, December 31, 2026). This argument fails at every level.
The arbitration clause is broad. Section 14.3 of the Distribution Agreement grants the tribunal authority over "any dispute, claim, or controversy arising out of or relating to this Agreement, or the breach, termination, enforcement, interpretation, or validity thereof." This is the broadest form of arbitration clause commonly used in commercial agreements. It encompasses all disputes arising from or related to the Distribution Agreement, including disputes over the measure and amount of damages for breach. There is no limitation in the arbitration clause — or anywhere else in the Distribution Agreement — on the categories of damages the tribunal may award. The clause does not exclude lost-profits damages, does not limit damages to any particular time period, and does not cap the total amount of damages (other than the separate guaranty cap applicable to Calloway under Section 12.4). The tribunal's authority to award lost-profits damages for the full unexpired term was therefore well within the scope of its mandate.
The claim for lost profits was squarely within the submission. In its Demand for Arbitration, Halcyon sought damages for all losses flowing from Meridian's material breaches of the Distribution Agreement and the consequent early termination of the agreement. The Demand expressly identified lost-profits damages as a claimed category of relief. Meridian did not object to the tribunal's jurisdiction over the lost-profits claim at any point during the arbitration proceedings. To the contrary, Meridian actively contested the lost-profits claim on the merits, presenting its own arguments and evidence regarding the appropriate measure of damages. Having submitted the lost-profits issue to the tribunal without objection, Respondents cannot now claim that the tribunal lacked authority to decide it. See Oxford Health Plans, 569 U.S. at 569 (where parties submit issue to arbitration, they cannot later argue that arbitrators exceeded their powers by deciding it).
The contractual framework supports the lost-profits calculation. The Distribution Agreement's escalating minimum purchase commitments, set forth in Section 3.2, provided a contractual baseline for projecting the revenue stream that Halcyon would have earned over the unexpired term but for Meridian's breaches and the early termination. These were not aspirational targets; they were binding obligations that Meridian was contractually required to satisfy. The tribunal's use of these contractual commitments as a foundation for the lost-profits calculation directly "draws its essence" from the parties' agreement.
California law permits lost-profits damages in this context. The Distribution Agreement is governed by California law (Section 14.1), which permits recovery of lost-profits damages for breach of a distribution agreement when such damages are proven with reasonable certainty. California courts have long recognized that where a distribution agreement is terminated prematurely due to the distributor's breach, the aggrieved party may recover the profits it would have earned over the remaining term of the agreement, discounted to present value and supported by competent evidence. The tribunal's application of California law to the damages question — including its decision to award lost profits for the full unexpired term — was an exercise of the tribunal's interpretive authority, not an act in excess of its powers.
c. The Award Is Rationally Derived from the Contract and the Evidence. Even if the standard for vacatur were something less demanding than the "draws its essence" test — and it is not — the tribunal's lost-profits award is amply supported by the evidence presented at the hearing.
Halcyon's damages expert, Dr. Renata Moss, CFA, Managing Director of Pinnacle Forensic Advisory LLC, submitted a comprehensive damages report that projected Halcyon's lost margin over the unexpired 2.8-year term of the Distribution Agreement. Dr. Moss's model used the contractual minimum purchase commitments set forth in Section 3.2 as the baseline for projected revenue, applied Halcyon's historical margin rates on sales to Meridian, and discounted the resulting cash flows to present value using a discount rate of 8.5%, which she derived from a weighted average cost of capital analysis adjusted for distribution-specific risk factors. The resulting net present value was $31,800,000.
Dr. Moss testified before the tribunal during the evidentiary hearing and was subjected to extensive cross-examination by Respondents' counsel over the course of several hours. Respondents had a full and fair opportunity to challenge Dr. Moss's methodology, her inputs, her assumptions, and her conclusions. The tribunal evaluated the competing arguments and evidence, credited Dr. Moss's model, and adopted her damages figure. This was a factual and methodological determination that lies squarely within the province of the arbitrators' discretion.
Respondents' disagreement with the damages methodology or the discount rate is not a basis for vacatur. Even if this Court were convinced that the tribunal should have used a different discount rate, applied a different methodology, or awarded a lesser amount, such disagreement would not constitute a ground for vacatur under § 10(a)(4). The tribunal was "even arguably construing or applying the contract," and the damages award can be rationally derived from the Distribution Agreement and the evidence. That is the end of the inquiry.
The tribunal's award of lost-profits damages for the full unexpired term was a permissible exercise of its authority under the broad arbitration clause, was supported by the contractual framework and expert testimony, and is rationally derived from the parties' agreement. Respondents' "exceeded powers" challenge should be rejected.
d. The Remaining Damages Components Are Unchallenged and Sound. It bears emphasis that Respondents have not challenged — either in their September 5, 2025 letter or, to Halcyon's knowledge, in any other communication — the remaining components of the Award. These components are independently well-founded and further support confirmation.
Shortfall Damages ($9,200,000). The shortfall damages were calculated by applying Halcyon's average margin of 39.5% to the $23,300,000 shortfall between Meridian's actual purchases in calendar year 2023 ($41,700,000) and the contractual minimum purchase commitment for that year ($65,000,000). The arithmetic is straightforward: $23,300,000 × 39.5% = $9,203,500, which the tribunal rounded to $9,200,000. This is a simple contractual damages calculation that follows directly from the terms of Section 3.2 and is based on Halcyon's established margin data. There is no credible basis to challenge this component of the Award.
Gray-Market Diversion Damages ($4,100,000). The gray-market diversion damages compensated Halcyon for the price erosion and channel remediation costs caused by Meridian's unauthorized resale of Halcyon products to gray-market brokers and other unauthorized downstream purchasers, in violation of Section 4.6. The tribunal heard detailed evidence regarding the scope and impact of the gray-market diversion, including invoices, shipping records, and testimony from Halcyon's channel management personnel. The $4,100,000 figure reflects the tribunal's assessment of the harm caused by Meridian's unauthorized conduct.
Attorneys' Fees and Arbitration Costs ($2,200,000). The attorneys' fees and arbitration costs were awarded pursuant to the prevailing-party fee-shifting provision in Section 14.5 of the Distribution Agreement, which unambiguously allocates fees and costs to the non-prevailing party. Halcyon was the prevailing party in every respect: it prevailed on liability, on damages, and on every claim it asserted. The tribunal's allocation of 100% of the fees and costs to Meridian was fully consistent with Section 14.5 and with the unanimous outcome of the arbitration.
The fact that Respondents have not challenged any of these three components further underscores the absence of any meritorious ground for vacatur. The Award is sound in all respects and should be confirmed in full.
C. The Court Should Confirm the Award and Enter Judgment Accordingly
For the foregoing reasons, the Award fully satisfies the requirements of 9 U.S.C. § 9 for confirmation: it arises from a valid arbitration agreement, it is final and definite, the Petition is timely filed, and proper notice has been given to Respondents. Neither of Respondents' anticipated grounds for vacatur — evident partiality under § 10(a)(2) or excess of powers under § 10(a)(4) — has any merit.
The Court should therefore confirm the Award in the total amount of $47,300,000 and enter judgment as follows:
• Against Respondent Meridian Dynamics Inc. in the full amount of the Award ($47,300,000), together with post-award interest at 10% per annum under Cal. Civ. Code § 3289 from August 22, 2025 until the date of payment;
• Against Respondent Derek Calloway, jointly and severally with Meridian, up to the $10,000,000 personal guaranty cap set forth in Section 12.4 of the Distribution Agreement, together with applicable post-award interest; and
• Awarding Petitioner Halcyon Semiconductor AG the costs of this confirmation proceeding.
D. Post-Award Interest
The Award expressly provides for post-award interest at the California statutory rate of ten percent (10%) per annum under California Civil Code § 3289, commencing on August 22, 2025 (the date of the Award) and continuing until the date of full payment. This interest provision is a component of the Award and should be incorporated into the judgment confirming the Award.
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 accrued on the $47,300,000 Award. The daily interest accrual is calculated as follows:
$47,300,000 × 10% ÷ 365 = $12,958.90 per day
53 days × $12,958.90 = approximately $686,822
(The Award states the figure as approximately $686,767, reflecting minor rounding differences.) Interest continues to accrue at approximately $12,959 per day and will continue to accrue until the Award is paid in full. The judgment should reflect this ongoing obligation.
E. Calloway's Personal Guaranty Liability
Under Section 12.4 of the Distribution Agreement, Derek Calloway personally guaranteed certain of Meridian's obligations up to an aggregate cap of $10,000,000. The guaranty is unconditiona