In re Oracle Corporation Derivative Litigation

Filing 100

ORDER PRELIMINARILY APPROVING SETTLEMENT AND PROVIDING FOR NOTICE. Final Approval Hearing for 9/26/2013 01:30 PM in Courtroom 3, 17th Floor, San Francisco before Hon. Richard Seeborg. Signed by Judge Richard Seeborg on 7/17/13. (cl, COURT STAFF) (Filed on 7/17/2013) (Additional attachment(s) added on 7/17/2013: #1 Exhibit A) (cl, COURT STAFF). Modified on 7/17/2013 (cl, COURT STAFF).

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UNITED STATES DISTRICT COURT

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NORTHERN DISTRICT OF CALIFORNIA

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SAN FRANCISCO DIVISION

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In re ORACLE CORPORATION DERIVATIVE
LITIGATION

Master File No. C-10-03392-RS;
Case No. C 11-04493-RS

SCOTT OZAKI, derivatively and on behalf of
ORACLE CORPORATION,

[PROPOSED] ORDER
PRELIMINARILY APPROVING
SETTLEMENT AND PROVIDING
FOR NOTICE

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Plaintiff,

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v.
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LAWRENCE J. ELLISON, SAFRA A. CATZ,
JEFFREY O. HENLEY, MICHAEL J. BOSKIN,
H. RAYMOND BINGHAM, DONALD L.
LUCAS, JEFFREY S. BERG, BRUCE R.
CHIZEN, HECTOR GARCIA-MOLINA, NAOMI
O. SELIGMAN, and GEORGE H. CONRADES,

Date: July 11, 2013
Time: 1:30 p.m.
Judge: Hon. Richard Seeborg
Ctrm:3, 17th Floor

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Defendants,
-andORACLE CORPORATION, a Delaware
Corporation,
Nominal Defendant.

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[PROPOSED] ORDER PRELIMINARILY APPROVING SETTLEMENT AND PROVIDING FOR NOTICE
MASTER FILE NO. C-10-03392-RS; CASE NO. C-11-04493-RS
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WHEREAS, the parties have made application, pursuant to Federal Rule of Civil

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Procedure 23.1, for an order (i) preliminarily approving the settlement (the “Settlement”) of these

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actions (collectively, the “Derivative Actions”), in accordance with a Stipulation of Settlement

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dated May 22, 2013 (the “Stipulation”), which, together with the Exhibits attached thereto, sets

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forth the terms and conditions for a proposed Settlement and dismissal of the Derivative Actions

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with prejudice, upon the terms and conditions set forth therein; and (ii) approving distribution of

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the Notice of Proposed Settlement (“Notice”); and

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WHEREAS, all capitalized terms contained herein shall have the same meanings as set
forth in the Stipulation (in addition to those capitalized terms defined herein); and
WHEREAS, the Court having considered the Stipulation and the Exhibits attached thereto
and having heard the arguments of the Settling Parties at the preliminary approval hearing;

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NOW, THEREFORE, IT IS HEREBY ORDERED:

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1.

The Court hereby preliminarily approves, subject to further consideration at the

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Settlement Hearing described below, the Stipulation and the Settlement set forth therein,

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including the terms and conditions for settlement and dismissal with prejudice of the Derivative

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Actions.

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2.

A hearing (the “Settlement Hearing”) shall be held before this Court on September

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26, 2013, at 1:30 p.m., at the United States District Court for the Northern District of California,

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Phillip Burton Federal Building and United States Courthouse, 450 Golden Gate Avenue, San

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Francisco, California 94102, to determine whether the Settlement on the terms and conditions

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provided for in the Stipulation is fair, reasonable, and adequate to Current Oracle Shareholders

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and to Oracle Corporation (“Oracle”) and should be granted final approval by the Court; to

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determine whether a Judgment as provided in Paragraph 1.11 of the Stipulation should be entered

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herein; and to award attorneys’ fees and expenses to Plaintiffs’ counsel.

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3.

The Court approves, as to form and content, the Notice and Summary Notice

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attached as Exhibit A hereto, and finds that the distribution of the Notice and Summary Notice

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substantially in the manner and form set forth in this Order meets the requirements of Federal

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[PROPOSED] ORDER PRELIMINARILY APPROVING SETTLEMENT AND PROVIDING FOR NOTICE
MASTER FILE NO. C-10-03392-RS; CASE NO. C-11-04493-RS
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Rule of Civil Procedure 23.1 and due process, and is the best notice practicable under the

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circumstances and shall constitute due and sufficient notice to all Persons entitled thereto.

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4.

Not later than ten (10) calendar days following entry of this Order, Oracle shall

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cause a copy of the Summary Notice to be published once in the national edition of Investor’s

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Business Daily and a copy of the Notice to be posted in the investor relations section of Oracle’s

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website substantially in the forms attached as Exhibit A hereto.

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5.

At least seven (7) calendar days before the Settlement Hearing, Defendants’

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counsel shall serve on counsel for the Plaintiffs and file with the Court proof, by affidavit or

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declaration, of the publication and posting of the Notice as required under Paragraph 4.

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6.

All Current Oracle Shareholders shall be bound by all orders, determinations, and

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judgments in the Derivative Actions concerning the Settlement, whether favorable or unfavorable

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to Current Oracle Shareholders.

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7.

Pending final determination of whether the Settlement should be approved, no

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Current Oracle Shareholder, either directly, representatively, or in any other capacity, shall

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commence or prosecute against any of the Defendants any action or proceeding in any court or

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tribunal asserting any of the Released Claims.

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8.

All papers in support of final approval of the Settlement and the award of

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attorneys’ fees and expenses shall be filed with the Court and served at least thirty-five (35)

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calendar days prior to the Settlement Hearing, and any reply briefs shall be filed fourteen (14)

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calendar days before the Settlement Hearing.

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9.

Any Current Oracle Shareholder may appear and show cause, if he, she, or it has

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any, why the Settlement should not be granted final approval as fair, reasonable, and adequate, or

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why a judgment should not be entered thereon, or why attorneys’ fees and expenses should not be

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awarded to Plaintiffs’ counsel; provided, however, unless otherwise ordered by the Court, no

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Current Oracle Shareholder shall be heard or entitled to contest the final approval of the terms

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and conditions of the Settlement or, if granted final approval, the Judgment to be entered thereon

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approving the same, or the attorneys’ fees and expenses to be awarded to Plaintiffs’ counsel,

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[PROPOSED] ORDER PRELIMINARILY APPROVING SETTLEMENT AND PROVIDING FOR NOTICE
MASTER FILE NO. C-10-03392-RS; CASE NO. C-11-04493-RS
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unless that Person has filed with the Clerk of the Court at the address listed below and served on

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the following counsel (delivered by hand or sent by first-class mail) appropriate proof of Oracle

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stock ownership, along with written objections, including the basis therefor, and copies of any

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papers and briefs in support thereof such that they are received no later than twenty-one (21)

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calendar days prior to the Settlement Hearing.

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Mark C. Molumphy
COTCHETT, PITRE & MCCARTHY, LLP
San Francisco Airport Office Center
840 Malcolm Road, Ste. 200
Burlingame, CA 94010

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Counsel for Plaintiffs

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Jordan Eth
Philip T. Besirof
MORRISON & FOERSTER LLP
425 Market Street
San Francisco, CA 94105

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Counsel for Nominal Defendant Oracle and the Individual
Defendants

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Clerk of the Court
UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF CALIFORNIA
Phillip Burton Federal Building and United States Courthouse
450 Golden Gate Avenue
San Francisco, CA 94102

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Any Current Oracle Shareholder who does not make his, her, or its objection in the manner
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provided for herein shall be deemed to have waived such objection and shall forever be
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foreclosed from making any objection to the fairness, reasonableness, or adequacy of the
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Settlement as incorporated in the Stipulation and to the award of attorneys’ fees and expenses to
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Plaintiffs’ counsel, unless otherwise ordered by the Court, but shall otherwise be bound by the
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Judgment to be entered and the releases to be given.
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10.

Neither the Stipulation nor the Settlement, nor any act performed or document

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executed pursuant to or in furtherance of the Stipulation or the Settlement: (a) is or may be
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deemed to be or may be offered, attempted to be offered, or used in any way by any of the
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[PROPOSED] ORDER PRELIMINARILY APPROVING SETTLEMENT AND PROVIDING FOR NOTICE
MASTER FILE NO. C-10-03392-RS; CASE NO. C-11-04493-RS
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Settling Parties as a presumption, a concession, or an admission of, or evidence of, any fault,

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wrongdoing, or liability of the Defendants or of the validity of any of the Released Claims; or (b)

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is intended by the Settling Parties to be offered or received as evidence or used by any other

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person in any other action or proceeding, whether civil, criminal, or administrative. The Released

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Persons may file the Stipulation and/or the Judgment in any action that may be brought against

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them in order to support a defense or counterclaim based on principles of res judicata, collateral

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estoppel, full faith and credit, release, good-faith settlement, judgment bar or reduction, or any

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other theory of claim preclusion or issue preclusion or similar defense or counterclaim.

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The Court reserves the right to adjourn the date of the Settlement Hearing or

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modify any other dates set forth herein without further notice to Current Oracle Shareholders, and

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retains jurisdiction to consider all further applications arising out of or connected with the

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Settlement. The Court may approve the Settlement, with such modifications as may be agreed to

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by the Settling Parties, if appropriate, without further notice to Current Oracle Shareholders.

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IT IS SO ORDERED.

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7/17
DATED: _______________, 2013

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_______________________________________
THE HONORABLE RICHARD SEEBORG
UNITED STATES DISTRICT JUDGE

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[PROPOSED] ORDER PRELIMINARILY APPROVING SETTLEMENT AND PROVIDING FOR NOTICE
MASTER FILE NO. C-10-03392-RS; CASE NO. C-11-04493-RS
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