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petition-to-confirm-arbitration-award.docx DOCUMENT Litigation

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UNITED STATES DISTRICT COURT CENTRAL DISTRICT OF CALIFORNIA

Filing Date: October 14, 2025

I. INTRODUCTION

Petitioner Halcyon Semiconductor AG ("Halcyon" or "Petitioner") respectfully petitions this Court pursuant to Section 9 of the Federal Arbitration Act ("FAA"), 9 U.S.C. § 9, for an order confirming the Final Award dated August 22, 2025 (the "Award"), issued by a three-member arbitral tribunal (the "Tribunal") administered by the American Arbitration Association's International Centre for Dispute Resolution ("AAA/ICDR") in AAA/ICDR Case No. 01-24-0003917. Petitioner further requests that this Court enter judgment upon the Award in favor of Halcyon and against Respondents Meridian Dynamics Inc. ("Meridian") and Derek Calloway ("Calloway," and together with Meridian, "Respondents").

The Award was rendered unanimously in favor of Halcyon and against both Respondents in the total amount of Forty-Seven Million Three Hundred Thousand Dollars ($47,300,000.00), together with post-award interest at the rate of ten percent (10%) per annum from August 22, 2025, until payment in full, pursuant to California Civil Code § 3289. The Award represents a comprehensive adjudication of claims arising from Meridian's multiple material breaches of the Exclusive Distribution Agreement dated September 28, 2016, between Halcyon and Meridian (the "Distribution Agreement"), including Meridian's willful breach of its non-compete covenant by entering into a side distribution arrangement with a direct competitor, Meridian's failure to meet minimum annual purchase commitments resulting in a shortfall of approximately $23.3 million in calendar year 2023, and Meridian's unauthorized diversion of Halcyon products to gray-market resellers in contravention of the Distribution Agreement's authorized-channel restrictions.

The Tribunal conducted a thorough evidentiary proceeding over seven hearing days, received testimony from both fact and expert witnesses, reviewed extensive documentary evidence, and issued a detailed, reasoned, and unanimous Award addressing all claims presented by the parties. Both Respondents were represented by experienced counsel throughout the arbitration, participated fully in the proceeding, and raised no objection to the Tribunal's jurisdiction or composition.

Notwithstanding the finality and completeness of the Award, Respondents have refused to satisfy the Award voluntarily. By letter dated September 5, 2025, counsel for Respondents communicated Respondents' refusal to pay any portion of the Award and indicated Respondents' purported intent to seek vacatur of the Award under 9 U.S.C. § 10. To date, no motion to vacate has been filed by Respondents. Halcyon now seeks confirmation of the Award and entry of judgment thereon, as is both required and mandated under the Federal Arbitration Act and the strong federal policy favoring enforcement of arbitration awards.

II. PARTIES

A. Petitioner Halcyon Semiconductor AG

Halcyon Semiconductor AG is an Aktiengesellschaft (stock corporation) organized and existing under the laws of the Federal Republic of Germany. Halcyon is registered in the commercial register (Handelsregister) of the Amtsgericht München (Munich District Court) under registration number HRB 241873. Halcyon's registered and principal office is located at Leopoldstraße 180, 80804 Munich, Germany.

Halcyon's shares are publicly listed on the SIX Swiss Exchange (Glenrock Assurance, Switzerland) under the ticker symbol "HSAG" (International Securities Identification Number: DE000A2QRFX7). Halcyon is a leading global designer and manufacturer of high-performance power management integrated circuits ("PMICs") and silicon carbide ("SiC") switching modules utilized in a broad range of applications spanning the automotive, industrial automation, and renewable-energy sectors. Halcyon's product portfolio is recognized for its advanced thermal management characteristics, energy efficiency, and reliability in mission-critical environments.

For fiscal year 2024, Halcyon reported consolidated revenue of approximately €2.14 billion, reflecting year-over-year growth of approximately 11%. Of this total, approximately twenty-eight percent (28%), or approximately $599.2 million at prevailing exchange rates, was derived from the North American market — a region that is central to Halcyon's long-term growth strategy and in which the Distribution Agreement with Meridian played a significant commercial role.

Halcyon's General Counsel is Dr. Katharina Reinhardt, who has primary responsibility for overseeing Halcyon's global legal affairs and who has submitted a declaration in support of this Petition. Halcyon's Senior Vice President of Global Sales is Marcus Pfeiffer, who was directly involved in the administration and oversight of the Halcyon-Meridian distribution relationship.

B. Respondent Meridian Dynamics Inc.

Meridian Dynamics Inc. is a corporation organized and existing under the laws of the State of Delaware. Meridian's registered agent for service of process is located at 1209 Orange Street, Wilmington, Delaware 19801. Meridian's principal place of business is located at 2750 Barranca Parkway, Suite 400, Irvine, California 92606, within the Central District of California.

Meridian is a specialty electronics components distributor that operates across the western United States, with regional offices and warehouse facilities in California, Oregon, Arizona, and Texas. Meridian was co-founded in 2009 by Respondent Derek Calloway, who serves as its Chief Executive Officer and holds approximately sixty-two percent (62%) of Meridian's outstanding equity, and Janet Shin, who serves as its Chief Operating Officer and holds approximately twenty-three percent (23%) of its outstanding equity. The remaining equity is held by a small number of private investors and members of management.

For its fiscal year ending December 31, 2024, Meridian reported approximately $312 million in total revenue. Meridian held the exclusive right to distribute Halcyon's PMIC and SiC product lines throughout the United States from January 1, 2017 — the effective date of the Distribution Agreement — through the Distribution Agreement's early termination for cause on March 15, 2024. During that period, Halcyon products constituted a significant portion of Meridian's overall product mix and revenue base.

Meridian's federal employer identification number is 83-2047561. Meridian is a party to the underlying Distribution Agreement and was a named respondent in the AAA/ICDR arbitration proceeding that gave rise to the Award.

C. Respondent Derek Calloway

Derek Calloway is an individual who resides in Orange County, California. Calloway is the founder, Chief Executive Officer, and majority shareholder (approximately 62%) of Meridian Dynamics Inc. In addition to his role as CEO and controlling shareholder, Calloway personally guaranteed certain obligations of Meridian under the Distribution Agreement, including payment obligations and certain indemnification obligations, up to a cap of Ten Million Dollars ($10,000,000.00), pursuant to Section 12.4 of the Distribution Agreement (the "Personal Guaranty").

Calloway was a named respondent in the underlying AAA/ICDR arbitration proceeding. The Tribunal's Award imposed liability on Calloway in his individual capacity pursuant to the Personal Guaranty, subject to the $10,000,000 cap. Calloway is therefore a judgment debtor for enforcement purposes up to the amount of the Personal Guaranty cap.

III. JURISDICTION AND VENUE

A. Subject Matter Jurisdiction

This Court has subject matter jurisdiction over this Petition on multiple independent grounds.

First, this Court has jurisdiction under Section 9 of the Federal Arbitration Act, 9 U.S.C. § 9, which provides that a party to an arbitration may apply to the United States court in and for the district within which the arbitration award was made for an order confirming the award. The Award was made in Los Angeles, California, which is within the Central District of California. Accordingly, this Court is the proper federal court for confirmation of the Award under the FAA.

Second, this Court has original jurisdiction under 28 U.S.C. § 1332(a)(2) based on diversity of citizenship. Petitioner Halcyon Semiconductor AG is a citizen of Germany for purposes of diversity jurisdiction. Respondent Meridian Dynamics Inc. is a citizen of both Delaware (its state of incorporation) and California (the state in which it maintains its principal place of business). Respondent Derek Calloway is an individual who is a citizen of California. Complete diversity exists because no petitioner shares citizenship with any respondent. The amount in controversy far exceeds the statutory threshold of $75,000, exclusive of interest and costs, as the total Award amount is $47,300,000.

Third, this Court has jurisdiction under 9 U.S.C. § 203, which implements Chapter II of the FAA and provides federal court jurisdiction over actions falling under the Convention on the Recognition and Enforcement of Foreign Arbitral Awards, June 10, 1958, 21 U.S.T. 2517, 330 U.N.T.S. 3 (the "New York Convention"). The arbitration at issue arises from a commercial legal relationship involving a party — Halcyon — that is not a citizen of the United States. The arbitration agreement and the resulting Award therefore fall within the scope of the New York Convention, and this Court has jurisdiction to confirm the Award pursuant to 9 U.S.C. §§ 203 and 207.

B. Personal Jurisdiction

This Court has personal jurisdiction over both Respondents. Respondent Meridian Dynamics Inc. maintains its principal place of business at 2750 Barranca Parkway, Suite 400, Irvine, California 92606, within this judicial district. Meridian is a California-based company with extensive and continuous business operations in this state. Respondent Derek Calloway is an individual who resides in Orange County, California, within this judicial district.

Moreover, both Respondents agreed to the arbitration clause set forth in Section 14.3 of the Distribution Agreement, which designated Los Angeles, California, as the seat of arbitration. Both Respondents voluntarily appeared, through counsel, and participated fully in the arbitration proceeding before the AAA/ICDR. Respondents did not raise any objection to the Tribunal's personal jurisdiction at any point during the arbitration. By agreeing to arbitrate in Los Angeles and by appearing and participating in the arbitration proceeding, Respondents have consented to personal jurisdiction in this district for purposes of confirmation of the Award. See Polimaster Ltd. v. RAE Sys., Inc., 623 F.3d 832, 838 (9th Cir. 2010) (agreement to arbitrate in a particular forum supports personal jurisdiction for purposes of confirmation proceedings).

C. Venue. Venue is proper in this district on multiple grounds. Under 9 U.S.C. § 9, a petition to confirm an arbitration award may be filed in the United States court in and for the district within which the award was made. The arbitration was seated in Los Angeles, California, and the evidentiary hearings were conducted in Los Angeles, California, all of which is within the Central District of California. Accordingly, venue is proper in this district under the FAA.

Venue is independently proper under 28 U.S.C. § 1391(b)(1) and (b)(2). A substantial part of the events or omissions giving rise to the claims occurred in this district, as the Distribution Agreement was substantially performed in this district, Meridian's principal place of business is located in this district, and much of the alleged misconduct at issue — including the gray-market diversions and the failure to meet purchase commitments — originated from Meridian's Irvine, California operations. Additionally, Respondent Meridian resides in this district for venue purposes, as its principal place of business is in Irvine, California. See 28 U.S.C. § 1391(c)(2).

IV. FACTUAL BACKGROUND

A. The Distribution Agreement

On September 28, 2016, Halcyon and Meridian entered into the Exclusive Distribution Agreement (the "Distribution Agreement"), which became effective as of January 1, 2017. The Distribution Agreement was negotiated at arm's length over a period of approximately five months, with both parties represented by experienced legal counsel. The Distribution Agreement established a ten-year exclusive distribution relationship, with an initial term expiring on December 31, 2026, subject to earlier termination for cause or upon the occurrence of certain specified events.

Under the Distribution Agreement, Meridian was appointed as Halcyon's exclusive distributor for the United States market for Halcyon's PMIC product line (Series HX-400 through HX-900) and SiC switching modules (Series SC-200 through SC-500). In exchange for exclusivity, Meridian agreed to a comprehensive set of obligations designed to protect and promote Halcyon's brand, pricing structure, and market position in the United States.

The key provisions of the Distribution Agreement relevant to this Petition include the following:

Section 3.2 (Minimum Purchase Commitments). Meridian agreed to annual minimum purchase obligations that escalated over the term of the Distribution Agreement. The minimums increased from $28,000,000 in Year 1 (calendar year 2017) to $72,000,000 by Year 8 (calendar year 2024). The Year 7 minimum purchase commitment — applicable to calendar year 2023, the year in which Meridian's shortfall occurred — was $65,000,000. The minimum purchase commitments were a material inducement for Halcyon to grant Meridian exclusive distribution rights.

Section 4.6 (Authorized Channels). Meridian was expressly prohibited from selling, transferring, or otherwise making available any Halcyon products to unauthorized resellers, brokers, or gray-market channels. This provision was designed to protect the integrity of Halcyon's authorized channel strategy, maintain pricing discipline, and safeguard Halcyon's brand reputation in the North American market.

Section 7.2 (Non-Compete). Meridian agreed that during the term of the Distribution Agreement, it would not directly or indirectly distribute, resell, or promote products that competed with Halcyon's PMIC or SiC product lines. The non-compete obligation was a fundamental term of the Distribution Agreement, negotiated by Halcyon as a condition of granting exclusivity.

Section 12.4 (Personal Guaranty). Derek Calloway, as the majority shareholder and Chief Executive Officer of Meridian, personally guaranteed certain payment and indemnification obligations of Meridian under the Distribution Agreement, up to a cap of Ten Million Dollars ($10,000,000.00). The Personal Guaranty was a condition to Halcyon's willingness to enter into the Distribution Agreement, given Meridian's relatively smaller size and the significant volume commitments involved.

Section 14.1 (Governing Law). The Distribution Agreement is governed by and construed in accordance with the laws of the State of California, without regard to conflicts-of-law principles.

Section 14.3 (Arbitration). The Distribution Agreement provides that all disputes, claims, or controversies arising out of or relating to the Distribution Agreement shall be finally resolved by binding arbitration administered by the AAA/ICDR under its then-current rules, before a panel of three arbitrators. The seat of arbitration is designated as Los Angeles, California. The language of the arbitration is English.

Section 14.5 (Prevailing-Party Fee Shifting). The Distribution Agreement provides that in any arbitration or legal proceeding to enforce or interpret the Distribution Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees, expert fees, and costs of the proceeding from the non-prevailing party.

A true and correct copy of the Distribution Agreement is attached as Exhibit A to the Declaration of Dr. Katharina Reinhardt, filed concurrently herewith.

B. Meridian's Material Breaches

Beginning in approximately the second quarter of 2023, around May 2023, Halcyon became aware, through customer complaints and independent market intelligence, that Meridian had committed multiple material breaches of the Distribution Agreement. A thorough internal investigation by Halcyon's global compliance team confirmed the following breaches:

1. Non-Compete Violation (Section 7.2). Halcyon's investigation revealed that Meridian had entered into a side distribution arrangement with Solaris Chip Technologies Ltd. ("Solaris"), a semiconductor company organized under the laws of the United Kingdom with its principal offices in Bristol, England. Solaris is a direct competitor of Halcyon in the PMIC and SiC switching module markets. Meridian's arrangement with Solaris involved the distribution and active promotion of Solaris's competing SiC-based power modules to several of Meridian's key customer accounts — accounts that had historically purchased Halcyon products. This side arrangement constituted a clear and material violation of Meridian's exclusive non-compete obligations under Section 7.2 of the Distribution Agreement. Documentary evidence produced during the arbitration, including internal Meridian emails and a signed Solaris distribution letter agreement dated March 14, 2023, confirmed the existence and scope of this competing arrangement.

2. Failure to Meet Minimum Purchase Commitments (Section 3.2). Meridian failed to meet its minimum purchase commitment for calendar year 2023. The Year 7 minimum purchase commitment under Section 3.2 was $65,000,000. Meridian's actual purchases of Halcyon products for calendar year 2023 totaled only $41,700,000, representing a shortfall of $23,300,000, or approximately 35.8% below the contractual minimum. The evidence presented at the arbitration demonstrated that the purchase shortfall was attributable in significant part to Meridian's diversion of sales effort and customer relationships toward competing Solaris products.

3. Gray-Market Diversion (Section 4.6). Halcyon's investigation further revealed that Meridian had diverted certain Halcyon PMIC and SiC products to unauthorized gray-market resellers operating outside of Halcyon's authorized distribution channel. These unauthorized resales resulted in significant price erosion in the North American market, undermined Halcyon's carefully managed pricing structure, and caused damage to Halcyon's brand reputation among its authorized channel partners and end-use customers. The Tribunal found that Meridian had diverted products with an aggregate value in excess of $11.2 million to at least three identified gray-market brokers between approximately January 2023 and February 2024.

On November 3, 2023, Halcyon, through its General Counsel, Dr. Katharina Reinhardt, issued a formal written notice of default to Meridian in accordance with Section 11.2 of the Distribution Agreement. The notice identified each of the foregoing material breaches and provided Meridian with a ninety (90) day period in which to cure the identified defaults, as required by the Distribution Agreement. The notice was sent by international express courier and electronic mail to Meridian's CEO, Derek Calloway, and Meridian's then-outside counsel.

Meridian failed to cure any of the identified breaches within the ninety-day cure period. Meridian did not terminate its competing arrangement with Solaris, did not remedy or offer to remedy the minimum purchase shortfall, and did not take any steps to address the gray-market diversion of Halcyon products. Accordingly, on March 15, 2024, Halcyon exercised its right to terminate the Distribution Agreement for cause, effective immediately, pursuant to Section 11.3 of the Distribution Agreement.

C. The Arbitration Proceeding

On April 8, 2024, Halcyon filed a Demand for Arbitration with the AAA/ICDR, invoking the arbitration clause set forth in Section 14.3 of the Distribution Agreement. The arbitration was commenced as AAA/ICDR Case No. 01-24-0003917. The arbitration was seated in Los Angeles, California, and was governed by the ICDR International Arbitration Rules (the "ICDR Rules").

Following the parties' respective nominations and the AAA/ICDR's appointment procedures, a three-member arbitral tribunal was constituted on June 19, 2024. The Tribunal was composed of the following arbitrators:

• Presiding Arbitrator: The Honorable Gerald M. Osterhaus (Ret.), a former Justice of the California Court of Appeal, Second Appellate District, Division Five, who served with distinction on the appellate bench for fourteen years prior to his retirement.

• Claimant's Party-Appointed Arbitrator: Professor Diane K. Sørensen, an adjunct professor of international commercial law at Westbrook University School of Law and a recognized authority on international distribution and licensing disputes.

• Respondent's Party-Appointed Arbitrator: Victor R. Taniguchi, Esq., an independent arbitrator and former partner at the international law firm Gessler Hahn LLP, with over twenty-five years of experience in complex commercial arbitration.

The Tribunal conducted a comprehensive and procedurally fair arbitration proceeding. Following an organizational conference and the exchange of written submissions, including detailed statements of claim and defense, the Tribunal held an evidentiary hearing over seven hearing days: October 14 through October 18, 2024 (five consecutive hearing days), and November 4 through November 5, 2024 (two additional hearing days). The hearing was conducted in person at the AAA/ICDR's offices in Los Angeles, California.

Both parties were represented by experienced counsel throughout the arbitration. Halcyon was represented by Calderwood & Harkness LLP. Respondents Meridian and Calloway were represented by Whitfield, Carruthers & Payne LLP. Both parties presented testimony from fact witnesses and expert witnesses, conducted cross-examination, and submitted extensive documentary evidence. Halcyon's damages expert, Dr. Renata Moss, CFA, a Managing Director of Pinnacle Forensic Advisory LLC, submitted a detailed expert report on damages, including a discounted cash flow model for lost profits, a shortfall-damages analysis, and an assessment of gray-market-related losses, and testified before the Tribunal during the evidentiary hearing. Respondents presented their own damages rebuttal expert, whose testimony was fully considered by the Tribunal.

Both Respondents participated fully and without objection in the arbitration proceeding. At no point during the arbitration did either Respondent challenge the Tribunal's jurisdiction, the validity or enforceability of the arbitration agreement, or the composition of the Tribunal. Respondents submitted written briefing, presented evidence, examined and cross-examined witnesses, and filed post-hearing briefs.

D. The Final Award

On August 22, 2025, the Tribunal issued its unanimous Final Award in favor of Halcyon and against both Respondents (the "Award"). The Award is a comprehensive, reasoned decision spanning fifty-three pages and addressing all claims and defenses raised by the parties.

The Tribunal found, based on the extensive evidentiary record, that Meridian had committed multiple material breaches of the Distribution Agreement, specifically:

(a) Violation of the non-compete covenant set forth in Section 7.2, by entering into an unauthorized distribution arrangement with Solaris Chip Technologies Ltd., a direct competitor of Halcyon, and actively promoting competing products to Meridian's customer base;

(b) Failure to meet the Year 7 (calendar year 2023) minimum purchase commitment set forth in Section 3.2, with actual purchases of $41,700,000 against a minimum commitment of $65,000,000, a shortfall of $23,300,000; and

(c) Unauthorized diversion of Halcyon products to gray-market resellers in violation of Section 4.6, causing price erosion, channel disruption, and damage to Halcyon's brand.

The Tribunal rejected Respondents' affirmative defenses, including Respondents' contention that market conditions excused Meridian's performance shortfall and Respondents' argument that Halcyon had failed to mitigate its damages.

The Tribunal awarded Halcyon total damages in the amount of $47,300,000, consisting of the following components:

Lost Profits (Remaining Term): $31,800,000. The Tribunal awarded Halcyon lost profits for the unexpired 2.8-year term of the Distribution Agreement (from the date of termination, March 15, 2024, through the scheduled expiration date, December 31, 2026). The lost profits calculation was based on the discounted cash flow model presented by Halcyon's damages expert, Dr. Renata Moss, which projected Halcyon's expected net margin over the remaining term, taking into account historical performance, contractual minimum purchase commitments, and market growth projections. The Tribunal applied a discount rate of 8.5% to arrive at a net present value of $31,800,000. The Tribunal found Dr. Moss's methodology to be sound, well-supported by the documentary evidence, and consistent with accepted principles of financial analysis.

Shortfall Damages (2023 Minimum Purchase Deficit): $9,200,000. The Tribunal awarded Halcyon damages for Meridian's failure to meet the Year 7 minimum purchase commitment. The damages represent Halcyon's lost margin on the $23,300,000 purchase shortfall, calculated at Halcyon's average margin of 39.5% on products sold through the Meridian distribution channel. The Tribunal found that Meridian's breach of the minimum purchase commitment was clear and unexcused.

Gray-Market Diversion Damages: $4,100,000. The Tribunal awarded Halcyon damages arising from Meridian's unauthorized diversion of Halcyon products to gray-market resellers. This amount consists of quantified price erosion — the demonstrable reduction in market prices for Halcyon products attributable to the influx of unauthorized gray-market supply — and channel remediation costs incurred by Halcyon to restore its authorized channel relationships and pricing discipline in the affected market segments.

Attorneys' Fees and Arbitration Costs: $2,200,000. Pursuant to the prevailing-party fee-shifting provision in Section 14.5 of the Distribution Agreement, the Tribunal allocated one hundred percent (100%) of Halcyon's reasonable attorneys' fees, expert fees, and arbitration costs to Meridian. The Tribunal found that Halcyon was the prevailing party on all claims and that the fees and costs sought by Halcyon were reasonable and necessarily incurred.

The Award further provides for post-award interest at the rate of ten percent (10%) per annum under California Civil Code § 3289 from August 22, 2025 — the date of the Award — until the date of payment in full by Respondents.

As to Respondent Derek Calloway individually, the Tribunal found that Calloway's liability is limited to the $10,000,000 cap established by the Personal Guaranty set forth in Section 12.4 of the Distribution Agreement. Calloway is jointly and severally liable with Meridian for up to $10,000,000 of the total Award amount.

A true and correct copy of the Final Award is attached as Exhibit C to the Declaration of Dr. Katharina Reinhardt, filed concurrently herewith.

E. Respondents' Refusal to Satisfy the Award

On September 5, 2025 — fourteen days after the issuance of the Award — counsel for Respondents, Whitfield, Carruthers & Payne LLP, by and through partner Raymond Whitfield, transmitted a letter to counsel for Halcyon on behalf of both Meridian and Calloway. The September 5, 2025 letter stated that Respondents refused to satisfy the Award and indicated Respondents' intent to move to vacate the Award under 9 U.S.C. § 10. The letter did not identify any specific statutory ground for vacatur, nor did it set forth any factual or legal basis for the purported motion. As of the date of this Petition, Respondents have not filed any motion to vacate the Award in this Court or in any other court.

Despite formal demand by Halcyon, Respondents have not paid any portion of the $47,300,000 Award amount, nor have they paid any post-award interest accruing thereon. The Award remains entirely unsatisfied.

A true and correct copy of the September 5, 2025 letter from Whitfield, Carruthers & Payne LLP is attached as Exhibit D to the Declaration of Dr. Katharina Reinhardt.

V. LEGAL BASIS FOR CONFIRMATION

A. The Federal Arbitration Act Mandates Confirmation

Section 9 of the Federal Arbitration Act provides, in pertinent part:

"If the parties in their agreement have agreed that a judgment of the court shall be entered upon the award made pursuant to the arbitration, and shall specify the court, then at any time within one year after the award is made any party to the arbitration may apply to the court so specified for an order confirming the award, and thereupon the court must grant such an order 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's use of the word "must" makes clear that confirmation of an arbitration award is mandatory absent a valid ground for vacatur under Section 10 or modification under Section 11. See Hall Street Assocs., L.L.C. v. Mattel, Inc., 552 U.S. 576, 582 (2008).

Section 14.3 of the Distribution Agreement specifies that disputes shall be resolved by AAA/ICDR arbitration seated in Los Angeles, California. Section 14.3 further provides that "judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof." The parties thus expressly agreed that a court judgment could be entered upon the Award, triggering the mandatory confirmation provisions of 9 U.S.C. § 9.

The petition to confirm must be filed within one year after the award is made. 9 U.S.C. § 9. The Award was issued on August 22, 2025. This Petition is filed on October 14, 2025 — fifty-three days after the Award was issued and well within the one-year statutory period. This Petition is therefore timely.

B. The Award Satisfies All Requirements for Confirmation

The Award is final, definite, and disposes of all claims submitted to the Tribunal. It meets every requirement for confirmation under the FAA and controlling Ninth Circuit precedent.

First, the Award is final. The Tribunal disposed of all claims and counterclaims submitted by the parties and awarded a specific sum in damages. The Award leaves no issues unresolved and contains no reservation of jurisdiction over any substantive matter. See Pac. Reinsurance Mgmt. Corp. v. Ohio Reinsurance Corp., 935 F.2d 1019, 1022 (9th Cir. 1991) (an award is final when it resolves all submitted issues and leaves nothing for the arbitrators to do but execute the award).

Second, the Award is definite. It identifies the parties, specifies the claims on which Halcyon prevailed, sets forth the Tribunal's findings, and awards a fixed and certain monetary sum — $47,300,000 — plus post-award interest at a stated rate. There is no ambiguity in the Award's terms.

Third, the Award was rendered unanimously by a duly constituted three-member Tribunal under the ICDR Rules, as provided for in Section 14.3 of the Distribution Agreement. All three arbitrators concurred in the Award. The Tribunal was constituted through proper procedures, with each party appointing one arbitrator and the presiding arbitrator selected in accordance with ICDR Rules.

Fourth, both parties had a full and fair opportunity to present evidence and argument. The evidentiary hearing spanned seven hearing days. Both parties were represented by counsel, presented fact and expert witness testimony, cross-examined opposing witnesses, submitted documentary evidence, and filed pre-hearing and post-hearing briefs. The proceeding comported fully with the requirements of due process.

Fifth, the Award contains a reasoned basis for the damages awarded. Over fifty-three pages, the Tribunal carefully analyzed the evidence, identified the applicable legal standards under California law, and set forth the factual and legal grounds for each component of the damages award. The Award is not the product of arbitrary or capricious decision-making; it reflects a thorough and deliberate adjudication.

C. Strong Federal Policy Favoring Arbitration

The Supreme Court and the United States Court of Appeals for the Ninth Circuit have repeatedly and emphatically affirmed the strong federal policy in favor of arbitration and the enforcement of arbitration awards. See Moses H. Cone Mem'l Hosp. v. Mercury Constr. Corp., 460 U.S. 1, 24–25 (1983) (the FAA establishes "a liberal federal policy favoring arbitration agreements"); Kyocera Corp. v. Prudential-Bache Trade Servs., Inc., 341 F.3d 987, 997 (9th Cir. 2003) (en banc) ("Courts are not authorized to review the arbitrator's decision on the merits.").

Judicial review of arbitration awards is extremely limited and highly deferential. "Neither erroneous legal conclusions nor unsubstantiated factual findings justify federal court review of an arbitral award." Kyocera Corp., 341 F.3d at 994. "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). The FAA permits vacatur only on the narrow grounds enumerated in 9 U.S.C. § 10(a), which are limited to situations involving corruption, fraud, or undue means in procuring the award; evident partiality or corruption in the arbitrators; arbitrator misconduct in refusing to hear material evidence or in other procedural respects; or the arbitrators exceeding their powers. See 9 U.S.C. § 10(a)(1)–(4).

None of these grounds for vacatur is present here. The Tribunal was composed of three impartial, highly qualified arbitrators. The arbitration was conducted in full compliance with the ICDR Rules and the arbitration agreement. Both parties had a complete and fair opportunity to present their cases. The Tribunal acted within the scope of the authority conferred upon it by the Distribution Agreement and the ICDR Rules. The Award is grounded in a thorough analysis of the evidentiary record and applicable law.

Confirmation of the Award is therefore "virtually automatic." See Pac. Reinsurance Mgmt. Corp., 935 F.2d at 1023; Bosack v. Soward, 586 F.3d 1096, 1102 (9th Cir. 2009) ("Normally, confirmation of an arbitration award is a summary proceeding that merely makes what is already a final arbitration award a judgment of the court.") (internal quotation marks omitted).

No motion to vacate or modify the Award has been filed by Respondents. While Respondents' counsel indicated by letter an intent to seek vacatur, that intent has not been acted upon, and the mere threat of a future vacatur motion does not provide a basis for this Court to withhold confirmation. Cf. 9 U.S.C. § 12 (a motion to vacate must be served within three months after the award is filed or delivered). Even if Respondents were to file a motion to vacate, the grounds for vacatur are exceedingly narrow, and Respondents bear the heavy burden of demonstrating that one of the statutory grounds applies. No such showing can be made on the record of this arbitration.

D. The New York Convention Independently Supports Confirmation

As an alternative and independent basis for confirmation, the Award is subject to recognition and enforcement under the Convention on the Recognition and Enforcement of Foreign Arbitral Awards, June 10, 1958, 21 U.S.T. 2517, 330 U.N.T.S. 3 (the "New York Convention"), as implemented by Chapter 2 of the FAA, 9 U.S.C. §§ 201–208.

The New York Convention applies to the recognition and enforcement of arbitral awards made in the territory of a State other than the State where recognition and enforcement are sought, as well as to arbitral awards "not considered as domestic awards" in the State where recognition is sought. New York Convention, Art. I(1). Under 9 U.S.C. § 202, "[a]n arbitration agreement or arbitral award arising out of a legal relationship, whether contractual or not, which is considered as commercial" and which "falls under the Convention" is enforceable under Chapter 2 of the FAA. An award falls under the New York Convention if it arises out of a commercial relationship involving a party that is not a citizen of the United States. See 9 U.S.C. § 202; Yusuf Ahmed Alghanim & Sons v. Toys "R" Us, Inc., 126 F.3d 15, 19 (2d Cir. 1997).

Here, the Award arises from a commercial distribution relationship between Halcyon — a German Aktiengesellschaft that is not a citizen of the United States — and Meridian, a Delaware corporation. The Award therefore falls within the scope of the New York Convention.

Under 9 U.S.C. § 207, "[t]he court shall confirm the award unless it finds one of the grounds for refusal or deferral of recognition or enforcement of the award specified in the [New York] Convention." Article V of the New York Convention sets forth an exhaustive list of grounds on which recognition and enforcement may be refused. None of those grounds is present here:

(a) The arbitration agreement is valid and enforceable, and the parties had proper notice and an opportunity to present their cases (Art. V(1)(a)–(b));

(b) The Award deals only with matters within the scope of the submission to arbitration (Art. V(1)(c));

(c) The composition of the Tribunal and the arbitral procedure were in accordance with the parties' agreement and the ICDR Rules (Art. V(1)(d));

(d) The Award is binding and has not been set aside or suspended (Art. V(1)(e));

(e) The subject matter of the dispute is arbitrable under U.S. law (Art. V(2)(a)); and

(f) Recognition and enforcement of the Award would not be contrary to the public policy of the United States (Art. V(2)(b)).

Accordingly, confirmation of the Award is warranted under the New York Convention as well as under the domestic provisions of the FAA.

VI. PRAYER FOR RELIEF

WHEREFORE, Petitioner Halcyon Semiconductor AG respectfully requests that this Court enter an order:

1. Confirming the Final Award dated August 22, 2025, issued by the arbitral tribunal in AAA/ICDR Case No. 01-24-0003917, in its entirety;

2. Entering judgment in favor of Petitioner Halcyon Semiconductor AG and against Respondent Meridian Dynamics Inc. in the total amount of Forty-Seven Million Three Hundred Thousand Dollars ($47,300,000.00), and against Respondent Derek Calloway jointly and severally with Meridian Dynamics Inc. up to the Personal Guaranty cap of Ten Million Dollars ($10,000,000.00) pursuant to Section 12.4 of the Distribution Agreement;

3. Awarding post-award interest at the rate of ten percent (10%) per annum from August 22, 2025, until the date of payment in full, pursuant to California Civil Code § 3289 and consistent with the terms of the Award;

4. Awarding Petitioner the costs of this confirmation proceeding, including any additional attorneys' fees and costs incurred in connection with this Petition; and

5. Granting such other and further relief as this Court deems just and proper.

VII. EXHIBITS AND SUPPORTING PAPERS

The following documents are filed concurrently with this Petition:

1. Declaration of Dr. Katharina Reinhardt in Support of Petition to Confirm Arbitration Award, with the following exhibits:

• Exhibit A: Exclusive Distribution Agreement dated September 28, 2016, between Halcyon Semiconductor AG and Meridian Dynamics Inc.

• Exhibit B: Demand for Arbitration filed with the AAA/ICDR on April 8, 2024 (AAA/ICDR Case No. 01-24-0003917).

• Exhibit C: Final Award dated August 22, 2025, issued by the Tribunal in AAA/ICDR Case No. 01-24-0003917.

• Exhibit D: Letter from Whitfield, Carruthers & Payne LLP, by and through Raymond Whitfield, Esq., to Calderwood & Harkness LLP, dated September 5, 2025, communicating Respondents' refusal to satisfy the Award.

2. Memorandum of Points and Authorities in Support of Petition to Confirm Arbitration Award.

3. [Proposed] Order Confirming Arbitration Award and Entering Judgment.

VIII. VERIFICATION

I, Linda Osei, am a partner at Calderwood & Harkness LLP and counsel of record for Petitioner Halcyon Semiconductor AG in this proceeding. I declare under penalty of perjury under the laws of the United States of America, pursuant to 28 U.S.C. § 1746, that the facts set forth in this Petition are true and correct to the best of my knowledge, information, and belief, based upon my personal review of the arbitration record, the Distribution Agreement, the Final Award, the correspondence between the parties, and the other documents referenced herein.

I further state that this Petition is supported by the concurrently filed Declaration of Dr. Katharina Reinhardt, General Counsel of Halcyon Semiconductor AG, who has authenticated the underlying documents attached as exhibits and has set forth the factual basis for the statements made in this Petition based on her personal knowledge and her review of Halcyon's business records.

IX. SIGNATURE

Dated: October 14, 2025

Respectfully submitted,

CALDERWOOD & HARKNESS LLP

By: ________

Linda Osei (California State Bar No. 247891) Responsible Partner

Patrick Gallagher (California State Bar No. 312456) Lead Associate

Simone Laroche (California State Bar No. 335782) Working Associate

CALDERWOOD & HARKNESS LLP 777 South Figueroa Street, Suite 4200 Los Angeles, California 90017 Telephone: (213) 555-8400 Facsimile: (213) 555-8401

Email: losei@calderwoodharkness.com

Email: pgallagher@calderwoodharkness.com

Email: slaroche@calderwoodharkness.com

Attorneys for Petitioner HALCYON SEMICONDUCTOR AG

X. CERTIFICATE OF SERVICE

I, Simone Laroche, hereby certify that on October 14, 2025, I caused the following documents to be served upon counsel for Respondents Meridian Dynamics Inc. and Derek Calloway:

1. Petition to Confirm Arbitration Award and for Entry of Judgment Pursuant to 9 U.S.C. § 9;

2. Declaration of Dr. Katharina Reinhardt in Support of Petition to Confirm Arbitration Award, with Exhibits A through D;

3. Memorandum of Points and Authorities in Support of Petition to Confirm Arbitration Award; and

4. [Proposed] Order Confirming Arbitration Award and Entering Judgment.

Service was effectuated by the following methods:

(a) Electronic Filing. The foregoing documents were filed electronically through the Court's CM/ECF system, which will send a Notice of Electronic Filing to all counsel of record who have appeared in this case.

(b) Electronic Mail and Overnight Delivery. In addition to electronic filing, copies of the foregoing documents were served upon Respondents' counsel by electronic mail and by Sundial Data Systems overnight delivery, addressed as follows:

Raymond Whitfield, Esq. Alana Choi, Esq. WHITFIELD, CARRUTHERS & PAYNE LLP 1999 Avenue of the Stars, Suite 2800 Los Angeles, California 90067

Email: rwhitfield@wcplaw.com

Email: achoi@wcplaw.com

Counsel for Respondents Meridian Dynamics Inc. and Derek Calloway

I declare under penalty of perjury under the laws of the United States of America that the foregoing is true and correct.

Dated: October 14, 2025

________________________________________

Simone Laroche CALDERWOOD & HARKNESS LLP

HALCYON SEMICONDUCTOR AG, a German Aktiengesellschaft,	Case No. 2:25-cv-08742-RGK-PLA
<!-- indent:2 -->Petitioner,<!-- /indent -->	Hon. Robert G. Kendrick

Magistrate Judge Paul L. Abrams

PETITION TO CONFIRM ARBITRATION AWARD AND FOR ENTRY OF JUDGMENT PURSUANT TO 9 U.S.C. § 9

MERIDIAN DYNAMICS INC., a Delaware corporation; and DEREK CALLOWAY, an individual,

Respondents.

UNITED STATES DISTRICT COURT CENTRAL DISTRICT OF CALIFORNIA
Filing Date: October 14, 2025
I. INTRODUCTION
Petitioner Halcyon Semiconductor AG ("Halcyon" or "Petitioner") respectfully petitions this Court pursuant to Section 9 of the Federal Arbitration Act ("FAA"), 9 U.S.C. § 9, for an order confirming the Final Award dated August 22, 2025 (the "Award"), issued by a three-member arbitral tribunal (the "Tribunal") administered by the American Arbitration Association's International Centre for Dispute Resolution ("AAA/ICDR") in AAA/ICDR Case No. 01-24-0003917. Petitioner further requests that this Court enter judgment upon the Award in favor of Halcyon and against Respondents Meridian Dynamics Inc. ("Meridian") and Derek Calloway ("Calloway," and together with Meridian, "Respondents").
The Award was rendered unanimously in favor of Halcyon and against both Respondents in the total amount of Forty-Seven Million Three Hundred Thousand Dollars ($47,300,000.00), together with post-award interest at the rate of ten percent (10%) per annum from August 22, 2025, until payment in full, pursuant to California Civil Code § 3289. The Award represents a comprehensive adjudication of claims arising from Meridian's multiple material breaches of the Exclusive Distribution Agreement dated September 28, 2016, between Halcyon and Meridian (the "Distribution Agreement"), including Meridian's willful breach of its non-compete covenant by entering into a side distribution arrangement with a direct competitor, Meridian's failure to meet minimum annual purchase commitments resulting in a shortfall of approximately $23.3 million in calendar year 2023, and Meridian's unauthorized diversion of Halcyon products to gray-market resellers in contravention of the Distribution Agreement's authorized-channel restrictions.
The Tribunal conducted a thorough evidentiary proceeding over seven hearing days, received testimony from both fact and expert witnesses, reviewed extensive documentary evidence, and issued a detailed, reasoned, and unanimous Award addressing all claims presented by the parties. Both Respondents were represented by experienced counsel throughout the arbitration, participated fully in the proceeding, and raised no objection to the Tribunal's jurisdiction or composition.
Notwithstanding the finality and completeness of the Award, Respondents have refused to satisfy the Award voluntarily. By letter dated September 5, 2025, counsel for Respondents communicated Respondents' refusal to pay any portion of the Award and indicated Respondents' purported intent to seek vacatur of the Award under 9 U.S.C. § 10. To date, no motion to vacate has been filed by Respondents. Halcyon now seeks confirmation of the Award and entry of judgment thereon, as is both required and mandated under the Federal Arbitration Act and the strong federal policy favoring enforcement of arbitration awards.
II. PARTIES
A. Petitioner Halcyon Semiconductor AG
Halcyon Semiconductor AG is an Aktiengesellschaft (stock corporation) organized and existing under the laws of the Federal Republic of Germany. Halcyon is registered in the commercial register (Handelsregister) of the Amtsgericht München (Munich District Court) under registration number HRB 241873. Halcyon's registered and principal office is located at Leopoldstraße 180, 80804 Munich, Germany.
Halcyon's shares are publicly listed on the SIX Swiss Exchange (Glenrock Assurance, Switzerland) under the ticker symbol "HSAG" (International Securities Identification Number: DE000A2QRFX7). Halcyon is a leading global designer and manufacturer of high-performance power management integrated circuits ("PMICs") and silicon carbide ("SiC") switching modules utilized in a broad range of applications spanning the automotive, industrial automation, and renewable-energy sectors. Halcyon's product portfolio is recognized for its advanced thermal management characteristics, energy efficiency, and reliability in mission-critical environments.
For fiscal year 2024, Halcyon reported consolidated revenue of approximately €2.14 billion, reflecting year-over-year growth of approximately 11%. Of this total, approximately twenty-eight percent (28%), or approximately $599.2 million at prevailing exchange rates, was derived from the North American market — a region that is central to Halcyon's long-term growth strategy and in which the Distribution Agreement with Meridian played a significant commercial role.
Halcyon's General Counsel is Dr. Katharina Reinhardt, who has primary responsibility for overseeing Halcyon's global legal affairs and who has submitted a declaration in support of this Petition. Halcyon's Senior Vice President of Global Sales is Marcus Pfeiffer, who was directly involved in the administration and oversight of the Halcyon-Meridian distribution relationship.
B. Respondent Meridian Dynamics Inc.
Meridian Dynamics Inc. is a corporation organized and existing under the laws of the State of Delaware. Meridian's registered agent for service of process is located at 1209 Orange Street, Wilmington, Delaware 19801. Meridian's principal place of business is located at 2750 Barranca Parkway, Suite 400, Irvine, California 92606, within the Central District of California.
Meridian is a specialty electronics components distributor that operates across the western United States, with regional offices and warehouse facilities in California, Oregon, Arizona, and Texas. Meridian was co-founded in 2009 by Respondent Derek Calloway, who serves as its Chief Executive Officer and holds approximately sixty-two percent (62%) of Meridian's outstanding equity, and Janet Shin, who serves as its Chief Operating Officer and holds approximately twenty-three percent (23%) of its outstanding equity. The remaining equity is held by a small number of private investors and members of management.
For its fiscal year ending December 31, 2024, Meridian reported approximately $312 million in total revenue. Meridian held the exclusive right to distribute Halcyon's PMIC and SiC product lines throughout the United States from January 1, 2017 — the effective date of the Distribution Agreement — through the Distribution Agreement's early termination for cause on March 15, 2024. During that period, Halcyon products constituted a significant portion of Meridian's overall product mix and revenue base.
Meridian's federal employer identification number is 83-2047561. Meridian is a party to the underlying Distribution Agreement and was a named respondent in the AAA/ICDR arbitration proceeding that gave rise to the Award.
C. Respondent Derek Calloway
Derek Calloway is an individual who resides in Orange County, California. Calloway is the founder, Chief Executive Officer, and majority shareholder (approximately 62%) of Meridian Dynamics Inc. In addition to his role as CEO and controlling shareholder, Calloway personally guaranteed certain obligations of Meridian under the Distribution Agreement, including payment obligations and certain indemnification obligations, up to a cap of Ten Million Dollars ($10,000,000.00), pursuant to Section 12.4 of the Distribution Agreement (the "Personal Guaranty").
Calloway was a named respondent in the underlying AAA/ICDR arbitration proceeding. The Tribunal's Award imposed liability on Calloway in his individual capacity pursuant to the Personal Guaranty, subject to the $10,000,000 cap. Calloway is therefore a judgment debtor for enforcement purposes up to the amount of the Personal Guaranty cap.
III. JURISDICTION AND VENUE
A. Subject Matter Jurisdiction
This Court has subject matter jurisdiction over this Petition on multiple independent grounds.
First, this Court has jurisdiction under Section 9 of the Federal Arbitration Act, 9 U.S.C. § 9, which provides that a party to an arbitration may apply to the United States court in and for the district within which the arbitration award was made for an order confirming the award. The Award was made in Los Angeles, California, which is within the Central District of California. Accordingly, this Court is the proper federal court for confirmation of the Award under the FAA.
Second, this Court has original jurisdiction under 28 U.S.C. § 1332(a)(2) based on diversity of citizenship. Petitioner Halcyon Semiconductor AG is a citizen of Germany for purposes of diversity jurisdiction. Respondent Meridian Dynamics Inc. is a citizen of both Delaware (its state of incorporation) and California (the state in which it maintains its principal place of business). Respondent Derek Calloway is an individual who is a citizen of California. Complete diversity exists because no petitioner shares citizenship with any respondent. The amount in controversy far exceeds the statutory threshold of $75,000, exclusive of interest and costs, as the total Award amount is $47,300,000.
Third, this Court has jurisdiction under 9 U.S.C. § 203, which implements Chapter II of the FAA and provides federal court jurisdiction over actions falling under the Convention on the Recognition and Enforcement of Foreign Arbitral Awards, June 10, 1958, 21 U.S.T. 2517, 330 U.N.T.S. 3 (the "New York Convention"). The arbitration at issue arises from a commercial legal relationship involving a party — Halcyon — that is not a citizen of the United States. The arbitration agreement and the resulting Award therefore fall within the scope of the New York Convention, and this Court has jurisdiction to confirm the Award pursuant to 9 U.S.C. §§ 203 and 207.
B. Personal Jurisdiction
This Court has personal jurisdiction over both Respondents. Respondent Meridian Dynamics Inc. maintains its principal place of business at 2750 Barranca Parkway, Suite 400, Irvine, California 92606, within this judicial district. Meridian is a California-based company with extensive and continuous business operations in this state. Respondent Derek Calloway is an individual who resides in Orange County, California, within this judicial district.
Moreover, both Respondents agreed to the arbitration clause set forth in Section 14.3 of the Distribution Agreement, which designated Los Angeles, California, as the seat of arbitration. Both Respondents voluntarily appeared, through counsel, and participated fully in the arbitration proceeding before the AAA/ICDR. Respondents did not raise any objection to the Tribunal's personal jurisdiction at any point during the arbitration. By agreeing to arbitrate in Los Angeles and by appearing and participating in the arbitration proceeding, Respondents have consented to personal jurisdiction in this district for purposes of confirmation of the Award. See Polimaster Ltd. v. RAE Sys., Inc., 623 F.3d 832, 838 (9th Cir. 2010) (agreement to arbitrate in a particular forum supports personal jurisdiction for purposes of confirmation proceedings).
C. Venue. Venue is proper in this district on multiple grounds. Under 9 U.S.C. § 9, a petition to confirm an arbitration award may be filed in the United States court in and for the district within which the award was made. The arbitration was seated in Los Angeles, California, and the evidentiary hearings were conducted in Los Angeles, California, all of which is within the Central District of California. Accordingly, venue is proper in this district under the FAA.
Venue is independently proper under 28 U.S.C. § 1391(b)(1) and (b)(2). A substantial part of the events or omissions giving rise to the claims occurred in this district, as the Distribution Agreement was substantially performed in this district, Meridian's principal place of business is located in this district, and much of the alleged misconduct at issue — including the gray-market diversions and the failure to meet purchase commitments — originated from Meridian's Irvine, California operations. Additionally, Respondent Meridian resides in this district for venue purposes, as its principal place of business is in Irvine, California. See 28 U.S.C. § 1391(c)(2).
IV. FACTUAL BACKGROUND
A. The Distribution Agreement
On September 28, 2016, Halcyon and Meridian entered into the Exclusive Distribution Agreement (the "Distribution Agreement"), which became effective as of January 1, 2017. The Distribution Agreement was negotiated at arm's length over a period of approximately five months, with both parties represented by experienced legal counsel. The Distribution Agreement established a ten-year exclusive distribution relationship, with an initial term expiring on December 31, 2026, subject to earlier termination for cause or upon the occurrence of certain specified events.
Under the Distribution Agreement, Meridian was appointed as Halcyon's exclusive distributor for the United States market for Halcyon's PMIC product line (Series HX-400 through HX-900) and SiC switching modules (Series SC-200 through SC-500). In exchange for exclusivity, Meridian agreed to a comprehensive set of obligations designed to protect and promote Halcyon's brand, pricing structure, and market position in the United States.
The key provisions of the Distribution Agreement relevant to this Petition include the following:
Section 3.2 (Minimum Purchase Commitments). Meridian agreed to annual minimum purchase obligations that escalated over the term of the Distribution Agreement. The minimums increased from $28,000,000 in Year 1 (calendar year 2017) to $72,000,000 by Year 8 (calendar year 2024). The Year 7 minimum purchase commitment — applicable to calendar year 2023, the year in which Meridian's shortfall occurred — was $65,000,000. The minimum purchase commitments were a material inducement for Halcyon to grant Meridian exclusive distribution rights.
Section 4.6 (Authorized Channels). Meridian was expressly prohibited from selling, transferring, or otherwise making available any Halcyon products to unauthorized resellers, brokers, or gray-market channels. This provision was designed to protect the integrity of Halcyon's authorized channel strategy, maintain pricing discipline, and safeguard Halcyon's brand reputation in the North American market.
Section 7.2 (Non-Compete). Meridian agreed that during the term of the Distribution Agreement, it would not directly or indirectly distribute, resell, or promote products that competed with Halcyon's PMIC or SiC product lines. The non-compete obligation was a fundamental term of the Distribution Agreement, negotiated by Halcyon as a condition of granting exclusivity.
Section 12.4 (Personal Guaranty). Derek Calloway, as the majority shareholder and Chief Executive Officer of Meridian, personally guaranteed certain payment and indemnification obligations of Meridian under the Distribution Agreement, up to a cap of Ten Million Dollars ($10,000,000.00). The Personal Guaranty was a condition to Halcyon's willingness to enter into the Distribution Agreement, given Meridian's relatively smaller size and the significant volume commitments involved.
Section 14.1 (Governing Law). The Distribution Agreement is governed by and construed in accordance with the laws of the State of California, without regard to conflicts-of-law principles.
Section 14.3 (Arbitration). The Distribution Agreement provides that all disputes, claims, or controversies arising out of or relating to the Distribution Agreement shall be finally resolved by binding arbitration administered by the AAA/ICDR under its then-current rules, before a panel of three arbitrators. The seat of arbitration is designated as Los Angeles, California. The language of the arbitration is English.
Section 14.5 (Prevailing-Party Fee Shifting). The Distribution Agreement provides that in any arbitration or legal proceeding to enforce or interpret the Distribution Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees, expert fees, and costs of the proceeding from the non-prevailing party.
A true and correct copy of the Distribution Agreement is attached as Exhibit A to the Declaration of Dr. Katharina Reinhardt, filed concurrently herewith.
B. Meridian's Material Breaches
Beginning in approximately the second quarter of 2023, around May 2023, Halcyon became aware, through customer complaints and independent market intelligence, that Meridian had committed multiple material breaches of the Distribution Agreement. A thorough internal investigation by Halcyon's global compliance team confirmed the following breaches:
1. Non-Compete Violation (Section 7.2). Halcyon's investigation revealed that Meridian had entered into a side distribution arrangement with Solaris Chip Technologies Ltd. ("Solaris"), a semiconductor company organized under the laws of the United Kingdom with its principal offices in Bristol, England. Solaris is a direct competitor of Halcyon in the PMIC and SiC switching module markets. Meridian's arrangement with Solaris involved the distribution and active promotion of Solaris's competing SiC-based power modules to several of Meridian's key customer accounts — accounts that had historically purchased Halcyon products. This side arrangement constituted a clear and material violation of Meridian's exclusive non-compete obligations under Section 7.2 of the Distribution Agreement. Documentary evidence produced during the arbitration, including internal Meridian emails and a signed Solaris distribution letter agreement dated March 14, 2023, confirmed the existence and scope of this competing arrangement.
2. Failure to Meet Minimum Purchase Commitments (Section 3.2). Meridian failed to meet its minimum purchase commitment for calendar year 2023. The Year 7 minimum purchase commitment under Section 3.2 was $65,000,000. Meridian's actual purchases of Halcyon products for calendar year 2023 totaled only $41,700,000, representing a shortfall of $23,300,000, or approximately 35.8% below the contractual minimum. The evidence presented at the arbitration demonstrated that the purchase shortfall was attributable in significant part to Meridian's diversion of sales effort and customer relationships toward competing Solaris products.
3. Gray-Market Diversion (Section 4.6). Halcyon's investigation further revealed that Meridian had diverted certain Halcyon PMIC and SiC products to unauthorized gray-market resellers operating outside of Halcyon's authorized distribution channel. These unauthorized resales resulted in significant price erosion in the North American market, undermined Halcyon's carefully managed pricing structure, and caused damage to Halcyon's brand reputation among its authorized channel partners and end-use customers. The Tribunal found that Meridian had diverted products with an aggregate value in excess of $11.2 million to at least three identified gray-market brokers between approximately January 2023 and February 2024.
On November 3, 2023, Halcyon, through its General Counsel, Dr. Katharina Reinhardt, issued a formal written notice of default to Meridian in accordance with Section 11.2 of the Distribution Agreement. The notice identified each of the foregoing material breaches and provided Meridian with a ninety (90) day period in which to cure the identified defaults, as required by the Distribution Agreement. The notice was sent by international express courier and electronic mail to Meridian's CEO, Derek Calloway, and Meridian's then-outside counsel.
Meridian failed to cure any of the identified breaches within the ninety-day cure period. Meridian did not terminate its competing arrangement with Solaris, did not remedy or offer to remedy the minimum purchase shortfall, and did not take any steps to address the gray-market diversion of Halcyon products. Accordingly, on March 15, 2024, Halcyon exercised its right to terminate the Distribution Agreement for cause, effective immediately, pursuant to Section 11.3 of the Distribution Agreement.
C. The Arbitration Proceeding
On April 8, 2024, Halcyon filed a Demand for Arbitration with the AAA/ICDR, invoking the arbitration clause set forth in Section 14.3 of the Distribution Agreement. The arbitration was commenced as AAA/ICDR Case No. 01-24-0003917. The arbitration was seated in Los Angeles, California, and was governed by the ICDR International Arbitration Rules (the "ICDR Rules").
Following the parties' respective nominations and the AAA/ICDR's appointment procedures, a three-member arbitral tribunal was constituted on June 19, 2024. The Tribunal was composed of the following arbitrators:
• Presiding Arbitrator: The Honorable Gerald M. Osterhaus (Ret.), a former Justice of the California Court of Appeal, Second Appellate District, Division Five, who served with distinction on the appellate bench for fourteen years prior to his retirement.
• Claimant's Party-Appointed Arbitrator: Professor Diane K. Sørensen, an adjunct professor of international commercial law at Westbrook University School of Law and a recognized authority on international distribution and licensing disputes.
• Respondent's Party-Appointed Arbitrator: Victor R. Taniguchi, Esq., an independent arbitrator and former partner at the international law firm Gessler Hahn LLP, with over twenty-five years of experience in complex commercial arbitration.
The Tribunal conducted a comprehensive and procedurally fair arbitration proceeding. Following an organizational conference and the exchange of written submissions, including detailed statements of claim and defense, the Tribunal held an evidentiary hearing over seven hearing days: October 14 through October 18, 2024 (five consecutive hearing days), and November 4 through November 5, 2024 (two additional hearing days). The hearing was conducted in person at the AAA/ICDR's offices in Los Angeles, California.
Both parties were represented by experienced counsel throughout the arbitration. Halcyon was represented by Calderwood & Harkness LLP. Respondents Meridian and Calloway were represented by Whitfield, Carruthers & Payne LLP. Both parties presented testimony from fact witnesses and expert witnesses, conducted cross-examination, and submitted extensive documentary evidence. Halcyon's damages expert, Dr. Renata Moss, CFA, a Managing Director of Pinnacle Forensic Advisory LLC, submitted a detailed expert report on damages, including a discounted cash flow model for lost profits, a shortfall-damages analysis, and an assessment of gray-market-related losses, and testified before the Tribunal during the evidentiary hearing. Respondents presented their own damages rebuttal expert, whose testimony was fully considered by the Tribunal.
Both Respondents participated fully and without objection in the arbitration proceeding. At no point during the arbitration did either Respondent challenge the Tribunal's jurisdiction, the validity or enforceability of the arbitration agreement, or the composition of the Tribunal. Respondents submitted written briefing, presented evidence, examined and cross-examined witnesses, and filed post-hearing briefs.
D. The Final Award
On August 22, 2025, the Tribunal issued its unanimous Final Award in favor of Halcyon and against both Respondents (the "Award"). The Award is a comprehensive, reasoned decision spanning fifty-three pages and addressing all claims and defenses raised by the parties.
The Tribunal found, based on the extensive evidentiary record, that Meridian had committed multiple material breaches of the Distribution Agreement, specifically:
(a) Violation of the non-compete covenant set forth in Section 7.2, by entering into an unauthorized distribution arrangement with Solaris Chip Technologies Ltd., a direct competitor of Halcyon, and actively promoting competing products to Meridian's customer base;
(b) Failure to meet the Year 7 (calendar year 2023) minimum purchase commitment set forth in Section 3.2, with actual purchases of $41,700,000 against a minimum commitment of $65,000,000, a shortfall of $23,300,000; and
(c) Unauthorized diversion of Halcyon products to gray-market resellers in violation of Section 4.6, causing price erosion, channel disruption, and damage to Halcyon's brand.
The Tribunal rejected Respondents' affirmative defenses, including Respondents' contention that market conditions excused Meridian's performance shortfall and Respondents' argument that Halcyon had failed to mitigate its damages.
The Tribunal awarded Halcyon total damages in the amount of $47,300,000, consisting of the following components:
Lost Profits (Remaining Term): $31,800,000. The Tribunal awarded Halcyon lost profits for the unexpired 2.8-year term of the Distribution Agreement (from the date of termination, March 15, 2024, through the scheduled expiration date, December 31, 2026). The lost profits calculation was based on the discounted cash flow model presented by Halcyon's damages expert, Dr. Renata Moss, which projected Halcyon's expected net margin over the remaining term, taking into account historical performance, contractual minimum purchase commitments, and market growth projections. The Tribunal applied a discount rate of 8.5% to arrive at a net present value of $31,800,000. The Tribunal found Dr. Moss's methodology to be sound, well-supported by the documentary evidence, and consistent with accepted principles of financial analysis.
Shortfall Damages (2023 Minimum Purchase Deficit): $9,200,000. The Tribunal awarded Halcyon damages for Meridian's failure to meet the Year 7 minimum purchase commitment. The damages represent Halcyon's lost margin on the $23,300,000 purchase shortfall, calculated at Halcyon's average margin of 39.5% on products sold through the Meridian distribution channel. The Tribunal found that Meridian's breach of the minimum purchase commitment was clear and unexcused.
Gray-Market Diversion Damages: $4,100,000. The Tribunal awarded Halcyon damages arising from Meridian's unauthorized diversion of Halcyon products to gray-market resellers. This amount consists of quantified price erosion — the demonstrable reduction in market prices for Halcyon products attributable to the influx of unauthorized gray-market supply — and channel remediation costs incurred by Halcyon to restore its authorized channel relationships and pricing discipline in the affected market segments.
Attorneys' Fees and Arbitration Costs: $2,200,000. Pursuant to the prevailing-party fee-shifting provision in Section 14.5 of the Distribution Agreement, the Tribunal allocated one hundred percent (100%) of Halcyon's reasonable attorneys' fees, expert fees, and arbitration costs to Meridian. The Tribunal found that Halcyon was the prevailing party on all claims and that the fees and costs sought by Halcyon were reasonable and necessarily incurred.
The Award further provides for post-award interest at the rate of ten percent (10%) per annum under California Civil Code § 3289 from August 22, 2025 — the date of the Award — until the date of payment in full by Respondents.
As to Respondent Derek Calloway individually, the Tribunal found that Calloway's liability is limited to the $10,000,000 cap established by the Personal Guaranty set forth in Section 12.4 of the Distribution Agreement. Calloway is jointly and severally liable with Meridian for up to $10,000,000 of the total Award amount.
A true and correct copy of the Final Award is attached as Exhibit C to the Declaration of Dr. Katharina Reinhardt, filed concurrently herewith.
E. Respondents' Refusal to Satisfy the Award
On September 5, 2025 — fourteen days after the issuance of the Award — counsel for Respondents, Whitfield, Carruthers & Payne LLP, by and through partner Raymond Whitfield, transmitted a letter to counsel for Halcyon on behalf of both Meridian and Calloway. The September 5, 2025 letter stated that Respondents refused to satisfy the Award and indicated Respondents' intent to move to vacate the Award under 9 U.S.C. § 10. The letter did not identify any specific statutory ground for vacatur, nor did it set forth any factual or legal basis for the purported motion. As of the date of this Petition, Respondents have not filed any motion to vacate the Award in this Court or in any other court.
Despite formal demand by Halcyon, Respondents have not paid any portion of the $47,300,000 Award amount, nor have they paid any post-award interest accruing thereon. The Award remains entirely unsatisfied.
A true and correct copy of the September 5, 2025 letter from Whitfield, Carruthers & Payne LLP is attached as Exhibit D to the Declaration of Dr. Katharina Reinhardt.
V. LEGAL BASIS FOR CONFIRMATION
A. The Federal Arbitration Act Mandates Confirmation
Section 9 of the Federal Arbitration Act provides, in pertinent part:
"If the parties in their agreement have agreed that a judgment of the court shall be entered upon the award made pursuant to the arbitration, and shall specify the court, then at any time within one year after the award is made any party to the arbitration may apply to the court so specified for an order confirming the award, and thereupon the court must grant such an order 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's use of the word "must" makes clear that confirmation of an arbitration award is mandatory absent a valid ground for vacatur under Section 10 or modification under Section 11. See Hall Street Assocs., L.L.C. v. Mattel, Inc., 552 U.S. 576, 582 (2008).
Section 14.3 of the Distribution Agreement specifies that disputes shall be resolved by AAA/ICDR arbitration seated in Los Angeles, California. Section 14.3 further provides that "judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof." The parties thus expressly agreed that a court judgment could be entered upon the Award, triggering the mandatory confirmation provisions of 9 U.S.C. § 9.
The petition to confirm must be filed within one year after the award is made. 9 U.S.C. § 9. The Award was issued on August 22, 2025. This Petition is filed on October 14, 2025 — fifty-three days after the Award was issued and well within the one-year statutory period. This Petition is therefore timely.
B. The Award Satisfies All Requirements for Confirmation
The Award is final, definite, and disposes of all claims submitted to the Tribunal. It meets every requirement for confirmation under the FAA and controlling Ninth Circuit precedent.
First, the Award is final. The Tribunal disposed of all claims and counterclaims submitted by the parties and awarded a specific sum in damages. The Award leaves no issues unresolved and contains no reservation of jurisdiction over any substantive matter. See Pac. Reinsurance Mgmt. Corp. v. Ohio Reinsurance Corp., 935 F.2d 1019, 1022 (9th Cir. 1991) (an award is final when it resolves all submitted issues and leaves nothing for the arbitrators to do but execute the award).
Second, the Award is definite. It identifies the parties, specifies the claims on which Halcyon prevailed, sets forth the Tribunal's findings, and awards a fixed and certain monetary sum — $47,300,000 — plus post-award interest at a stated rate. There is no ambiguity in the Award's terms.
Third, the Award was rendered unanimously by a duly constituted three-member Tribunal under the ICDR Rules, as provided for in Section 14.3 of the Distribution Agreement. All three arbitrators concurred in the Award. The Tribunal was constituted through proper procedures, with each party appointing one arbitrator and the presiding arbitrator selected in accordance with ICDR Rules.
Fourth, both parties had a full and fair opportunity to present evidence and argument. The evidentiary hearing spanned seven hearing days. Both parties were represented by counsel, presented fact and expert witness testimony, cross-examined opposing witnesses, submitted documentary evidence, and filed pre-hearing and post-hearing briefs. The proceeding comported fully with the requirements of due process.
Fifth, the Award contains a reasoned basis for the damages awarded. Over fifty-three pages, the Tribunal carefully analyzed the evidence, identified the applicable legal standards under California law, and set forth the factual and legal grounds for each component of the damages award. The Award is not the product of arbitrary or capricious decision-making; it reflects a thorough and deliberate adjudication.
C. Strong Federal Policy Favoring Arbitration
The Supreme Court and the United States Court of Appeals for the Ninth Circuit have repeatedly and emphatically affirmed the strong federal policy in favor of arbitration and the enforcement of arbitration awards. See Moses H. Cone Mem'l Hosp. v. Mercury Constr. Corp., 460 U.S. 1, 24–25 (1983) (the FAA establishes "a liberal federal policy favoring arbitration agreements"); Kyocera Corp. v. Prudential-Bache Trade Servs., Inc., 341 F.3d 987, 997 (9th Cir. 2003) (en banc) ("Courts are not authorized to review the arbitrator's decision on the merits.").
Judicial review of arbitration awards is extremely limited and highly deferential. "Neither erroneous legal conclusions nor unsubstantiated factual findings justify federal court review of an arbitral award." Kyocera Corp., 341 F.3d at 994. "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). The FAA permits vacatur only on the narrow grounds enumerated in 9 U.S.C. § 10(a), which are limited to situations involving corruption, fraud, or undue means in procuring the award; evident partiality or corruption in the arbitrators; arbitrator misconduct in refusing to hear material evidence or in other procedural respects; or the arbitrators exceeding their powers. See 9 U.S.C. § 10(a)(1)–(4).
None of these grounds for vacatur is present here. The Tribunal was composed of three impartial, highly qualified arbitrators. The arbitration was conducted in full compliance with the ICDR Rules and the arbitration agreement. Both parties had a complete and fair opportunity to present their cases. The Tribunal acted within the scope of the authority conferred upon it by the Distribution Agreement and the ICDR Rules. The Award is grounded in a thorough analysis of the evidentiary record and applicable law.
Confirmation of the Award is therefore "virtually automatic." See Pac. Reinsurance Mgmt. Corp., 935 F.2d at 1023; Bosack v. Soward, 586 F.3d 1096, 1102 (9th Cir. 2009) ("Normally, confirmation of an arbitration award is a summary proceeding that merely makes what is already a final arbitration award a judgment of the court.") (internal quotation marks omitted).
No motion to vacate or modify the Award has been filed by Respondents. While Respondents' counsel indicated by letter an intent to seek vacatur, that intent has not been acted upon, and the mere threat of a future vacatur motion does not provide a basis for this Court to withhold confirmation. Cf. 9 U.S.C. § 12 (a motion to vacate must be served within three months after the award is filed or delivered). Even if Respondents were to file a motion to vacate, the grounds for vacatur are exceedingly narrow, and Respondents bear the heavy burden of demonstrating that one of the statutory grounds applies. No such showing can be made on the record of this arbitration.
D. The New York Convention Independently Supports Confirmation
As an alternative and independent basis for confirmation, the Award is subject to recognition and enforcement under the Convention on the Recognition and Enforcement of Foreign Arbitral Awards, June 10, 1958, 21 U.S.T. 2517, 330 U.N.T.S. 3 (the "New York Convention"), as implemented by Chapter 2 of the FAA, 9 U.S.C. §§ 201–208.
The New York Convention applies to the recognition and enforcement of arbitral awards made in the territory of a State other than the State where recognition and enforcement are sought, as well as to arbitral awards "not considered as domestic awards" in the State where recognition is sought. New York Convention, Art. I(1). Under 9 U.S.C. § 202, "[a]n arbitration agreement or arbitral award arising out of a legal relationship, whether contractual or not, which is considered as commercial" and which "falls under the Convention" is enforceable under Chapter 2 of the FAA. An award falls under the New York Convention if it arises out of a commercial relationship involving a party that is not a citizen of the United States. See 9 U.S.C. § 202; Yusuf Ahmed Alghanim & Sons v. Toys "R" Us, Inc., 126 F.3d 15, 19 (2d Cir. 1997).
Here, the Award arises from a commercial distribution relationship between Halcyon — a German Aktiengesellschaft that is not a citizen of the United States — and Meridian, a Delaware corporation. The Award therefore falls within the scope of the New York Convention.
Under 9 U.S.C. § 207, "[t]he court shall confirm the award unless it finds one of the grounds for refusal or deferral of recognition or enforcement of the award specified in the [New York] Convention." Article V of the New York Convention sets forth an exhaustive list of grounds on which recognition and enforcement may be refused. None of those grounds is present here:
(a) The arbitration agreement is valid and enforceable, and the parties had proper notice and an opportunity to present their cases (Art. V(1)(a)–(b));
(b) The Award deals only with matters within the scope of the submission to arbitration (Art. V(1)(c));
(c) The composition of the Tribunal and the arbitral procedure were in accordance with the parties' agreement and the ICDR Rules (Art. V(1)(d));
(d) The Award is binding and has not been set aside or suspended (Art. V(1)(e));
(e) The subject matter of the dispute is arbitrable under U.S. law (Art. V(2)(a)); and
(f) Recognition and enforcement of the Award would not be contrary to the public policy of the United States (Art. V(2)(b)).
Accordingly, confirmation of the Award is warranted under the New York Convention as well as under the domestic provisions of the FAA.
VI. PRAYER FOR RELIEF
WHEREFORE, Petitioner Halcyon Semiconductor AG respectfully requests that this Court enter an order:
1. Confirming the Final Award dated August 22, 2025, issued by the arbitral tribunal in AAA/ICDR Case No. 01-24-0003917, in its entirety;
2. Entering judgment in favor of Petitioner Halcyon Semiconductor AG and against Respondent Meridian Dynamics Inc. in the total amount of Forty-Seven Million Three Hundred Thousand Dollars ($47,300,000.00), and against Respondent Derek Calloway jointly and severally with Meridian Dynamics Inc. up to the Personal Guaranty cap of Ten Million Dollars ($10,000,000.00) pursuant to Section 12.4 of the Distribution Agreement;
3. Awarding post-award interest at the rate of ten percent (10%) per annum from August 22, 2025, until the date of payment in full, pursuant to California Civil Code § 3289 and consistent with the terms of the Award;
4. Awarding Petitioner the costs of this confirmation proceeding, including any additional attorneys' fees and costs incurred in connection with this Petition; and
5. Granting such other and further relief as this Court deems just and proper.
VII. EXHIBITS AND SUPPORTING PAPERS
The following documents are filed concurrently with this Petition:
1. Declaration of Dr. Katharina Reinhardt in Support of Petition to Confirm Arbitration Award, with the following exhibits:
• Exhibit A: Exclusive Distribution Agreement dated September 28, 2016, between Halcyon Semiconductor AG and Meridian Dynamics Inc.
• Exhibit B: Demand for Arbitration filed with the AAA/ICDR on April 8, 2024 (AAA/ICDR Case No. 01-24-0003917).
• Exhibit C: Final Award dated August 22, 2025, issued by the Tribunal in AAA/ICDR Case No. 01-24-0003917.
• Exhibit D: Letter from Whitfield, Carruthers & Payne LLP, by and through Raymond Whitfield, Esq., to Calderwood & Harkness LLP, dated September 5, 2025, communicating Respondents' refusal to satisfy the Award.
2. Memorandum of Points and Authorities in Support of Petition to Confirm Arbitration Award.
3. [Proposed] Order Confirming Arbitration Award and Entering Judgment.
VIII. VERIFICATION
I, Linda Osei, am a partner at Calderwood & Harkness LLP and counsel of record for Petitioner Halcyon Semiconductor AG in this proceeding. I declare under penalty of perjury under the laws of the United States of America, pursuant to 28 U.S.C. § 1746, that the facts set forth in this Petition are true and correct to the best of my knowledge, information, and belief, based upon my personal review of the arbitration record, the Distribution Agreement, the Final Award, the correspondence between the parties, and the other documents referenced herein.
I further state that this Petition is supported by the concurrently filed Declaration of Dr. Katharina Reinhardt, General Counsel of Halcyon Semiconductor AG, who has authenticated the underlying documents attached as exhibits and has set forth the factual basis for the statements made in this Petition based on her personal knowledge and her review of Halcyon's business records.
IX. SIGNATURE
Dated: October 14, 2025
Respectfully submitted,
CALDERWOOD & HARKNESS LLP
By: ________
Linda Osei (California State Bar No. 247891) Responsible Partner
Patrick Gallagher (California State Bar No. 312456) Lead Associate
Simone Laroche (California State Bar No. 335782) Working Associate
CALDERWOOD & HARKNESS LLP 777 South Figueroa Street, Suite 4200 Los Angeles, California 90017 Telephone: (213) 555-8400 Facsimile: (213) 555-8401
Email: losei@calderwoodharkness.com
Email: pgallagher@calderwoodharkness.com
Email: slaroche@calderwoodharkness.com
Attorneys for Petitioner HALCYON SEMICONDUCTOR AG
X. CERTIFICATE OF SERVICE
I, Simone Laroche, hereby certify that on October 14, 2025, I caused the following documents to be served upon counsel for Respondents Meridian Dynamics Inc. and Derek Calloway:
1. Petition to Confirm Arbitration Award and for Entry of Judgment Pursuant to 9 U.S.C. § 9;
2. Declaration of Dr. Katharina Reinhardt in Support of Petition to Confirm Arbitration Award, with Exhibits A through D;
3. Memorandum of Points and Authorities in Support of Petition to Confirm Arbitration Award; and
4. [Proposed] Order Confirming Arbitration Award and Entering Judgment.
Service was effectuated by the following methods:
(a) Electronic Filing. The foregoing documents were filed electronically through the Court's CM/ECF system, which will send a Notice of Electronic Filing to all counsel of record who have appeared in this case.
(b) Electronic Mail and Overnight Delivery. In addition to electronic filing, copies of the foregoing documents were served upon Respondents' counsel by electronic mail and by Sundial Data Systems overnight delivery, addressed as follows:
Raymond Whitfield, Esq. Alana Choi, Esq. WHITFIELD, CARRUTHERS & PAYNE LLP 1999 Avenue of the Stars, Suite 2800 Los Angeles, California 90067
Email: rwhitfield@wcplaw.com
Email: achoi@wcplaw.com
Counsel for Respondents Meridian Dynamics Inc. and Derek Calloway
I declare under penalty of perjury under the laws of the United States of America that the foregoing is true and correct.
Dated: October 14, 2025
________________________________________
Simone Laroche CALDERWOOD & HARKNESS LLP
HALCYON SEMICONDUCTOR AG, a German Aktiengesellschaft, | Case No. 2:25-cv-08742-RGK-PLA
Petitioner, | Hon. Robert G. Kendrick
Magistrate Judge Paul L. Abrams
v.
PETITION TO CONFIRM ARBITRATION AWARD AND FOR ENTRY OF JUDGMENT PURSUANT TO 9 U.S.C. § 9
MERIDIAN DYNAMICS INC., a Delaware corporation; and DEREK CALLOWAY, an individual,
Respondents.