Eisenberg v. Coghlan et al

Filing 79

ORDER APPROVING STIPULATION FOR VOLUNTARY DISMISSAL. Signed by Judge Maxine M. Chesney on June 3, 2011. (mmclc1, COURT STAFF) (Filed on 6/3/2011)

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DOUGLAS J. CLARK, State Bar No. 171499
NICOLE M. HEALY, State Bar. No. 157417
DOMINIQUE-CHANTALE ALEPIN, State Bar No. 241648
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304-1050
Telephone: [phone]
Facsimile: [phone]
Email: [e-mail]
Email: [e-mail]
Email: [e-mail]
Attorneys for Nominal Defendant
Linear Technology Corporation

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UNITED STATES DISTRICT COURT

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NORTHERN DISTRICT OF CALIFORNIA

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In re LINEAR TECHNOLOGY
CORPORATION SHAREHOLDER
DERIVATIVE LITIGATION,

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This Document Relates To:
ALL ACTIONS.

Lead Case No.: 06-3290-MMC
(Shareholder Derivative Action)
STIPULATION AND [PROPOSED] ORDER
FOR VOLUNTARY DISMISSAL OF
CONSOLIDATED SHAREHOLDER
DERIVATIVE ACTION WITH PREJUDICE
AND ORDER THEREON

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WHEREAS, on May 18, 2006, two shareholder derivative actions were filed in the United

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States District Court for the Northern District of California, which actions were consolidated under

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the caption In re Linear Technology Corporation Shareholder Derivative Litigation, Case No. C-

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06-3290-MMC (N.D. Cal.), asserting claims against Linear as a nominal defendant and against

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certain of its current and former officers and directors for allegedly breaching their fiduciary duties

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by purportedly backdating stock option grants in violation of Section 10(b) of the Securities

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Exchange Act of 1934 (“Exchange Act”) and Rule 10b-5 thereunder;

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STIP & [PROPOSED] ORDER OF VOLUNTARY DISMISSAL
CASE NO. 06-3290

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WHEREAS, on March 23, 2007, Linear shareholder Frederick Weiss filed a Shareholder

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Derivative Complaint in the Court of Chancery of the State of Delaware, captioned Weiss v.

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Swanson, et al., CA 2828-VCL (the “Delaware Action”), challenging Linear’s stock option

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granting practices, and asserting claims against certain of Linear’s current and former directors and

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officers for breach of fiduciary duty, unjust enrichment, and waste in connection with certain stock

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option grants which were alleged to have been spring-loaded or bullet-dodged; and

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WHEREAS, on February 14, 2007, this Court stayed this action;

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WHEREAS, on January 31, 2011, the parties to the Delaware Action filed a Stipulation of

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Settlement and Compromise with the Chancery Court of the State of Delaware which provided for

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the settlement of all claims. Without admitting any wrongdoing, the individual defendants agreed

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to the settlement under which Linear will receive $4 million from the individual defendants’

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insurer, and two of the individual defendants repriced certain stock options, for an aggregate

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$500,000 increase in the exercise price payable upon exercise by these individuals. Linear also

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implemented or agreed to implement certain corporate governance enhancements;

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WHEREAS, on April 28, 2011, the Chancery Court of the State of Delaware issued a final
order and judgment approving the settlement of the Delaware Action; and

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NOW THEREFORE, IT IS HEREBY STIPULATED AND AGREED by and among

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counsel for the respective parties hereto, that the instant action shall be voluntarily dismissed

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with prejudice; and

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IT IS FURTHER STIPULATED AND AGREED THAT each of the parties is to bear its
own attorneys’ fees and costs.
SO STIPULATED.

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STIP & [PROPOSED] ORDER OF VOLUNTARY
DISMISSAL
CASE NO. C-06-3290-MMC

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DATED: June 2, 2011

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______/s/ Dominique-Chantale Alepin___________________
Douglas J. Clark, State Bar No. 171499
Nicole M. Healy, State Bar. No. 157417
Dominique-Chantale Alepin, State Bar No. 241648
650 Page Mill Road
Palo Alto, CA 94304
Telephone: [phone]
Facsimile: [phone]

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WILSON SONSINI GOODRICH & ROSATI
Professional Corporation

Attorneys for Nominal Defendant Linear Technology
Corporation
DATED: June 2, 2011

COVINGTON & BURLING LLP

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__________/s/ Tammy Albarrán________________________
Robert P. Haney, Admitted Pro Hac Vice
The New York Times Building
620 Eighth Avenue
New York, NY 10018-1405
[phone]

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Tammy Albarrán, State Bar No. 215605
One Front Street
San Francisco, CA 94111-5356
Telephone: [phone]
Facsimile: [phone]

Attorneys for Robert H. Swanson, Jr., Lothar Maier,
David S. Lee, Richard M. Moley, Hanz J. Zapf, Leo T.
McCarthy, Thomas S. Volpe, David B. Bell, Paul V.
Chantalat, Paul Coghlan, Timothy D. Cox, Clive B.
Davies, Robert Dobkin, William H. Gross, Richard
Nickson, David A. Quarles and Robert Reay

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STIP & [PROPOSED] ORDER OF VOLUNTARY
DISMISSAL
CASE NO. C-06-3290-MMC

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DATED: June 2, 2011

KESSLER TOPAZ MELTZER & CHECK, LLP

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______/s/ Eric L. Zagar___________________
Eric L. Zagar, State Bar No. 250519
280 King of Prussia Road
Radnor, PA 19087
Telephone: [phone]
Facsimile: [phone]

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Lead Counsel for Plaintiffs

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[PROPOSED] ORDER
Based on the foregoing stipulation of counsel, for the respective parties hereto, and good
cause appearing, IT IS SO ORDERED.

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Dated:__________________________
June 3, 2011

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_____________________________________
HONORABLE MAXINE CHESNEY
UNITED DISTRICT COURT JUDGE

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STIP & [PROPOSED] ORDER OF VOLUNTARY
DISMISSAL
CASE NO. C-06-3290-MMC

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