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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1 2 3 4 5 6 7 8 UNITED STATES DISTRICT COURT 9 NORTHERN DISTRICT OF CALIFORNIA 10 SAN FRANCISCO DIVISION 11 12 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 13 14 15 Plaintiff, 16 v. 17 18 19 20 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 21 22 23 24 25 Defendants, -andORACLE CORPORATION, a Delaware Corporation, Nominal Defendant. 26 27 28 [PROPOSED] ORDER PRELIMINARILY APPROVING SETTLEMENT AND PROVIDING FOR NOTICE MASTER FILE NO. C-10-03392-RS; CASE NO. C-11-04493-RS sf-3280234 1 WHEREAS, the parties have made application, pursuant to Federal Rule of Civil 2 Procedure 23.1, for an order (i) preliminarily approving the settlement (the “Settlement”) of these 3 actions (collectively, the “Derivative Actions”), in accordance with a Stipulation of Settlement 4 dated May 22, 2013 (the “Stipulation”), which, together with the Exhibits attached thereto, sets 5 forth the terms and conditions for a proposed Settlement and dismissal of the Derivative Actions 6 with prejudice, upon the terms and conditions set forth therein; and (ii) approving distribution of 7 the Notice of Proposed Settlement (“Notice”); and 8 9 10 11 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; 12 NOW, THEREFORE, IT IS HEREBY ORDERED: 13 1. The Court hereby preliminarily approves, subject to further consideration at the 14 Settlement Hearing described below, the Stipulation and the Settlement set forth therein, 15 including the terms and conditions for settlement and dismissal with prejudice of the Derivative 16 Actions. 17 2. A hearing (the “Settlement Hearing”) shall be held before this Court on September 18 26, 2013, at 1:30 p.m., at the United States District Court for the Northern District of California, 19 Phillip Burton Federal Building and United States Courthouse, 450 Golden Gate Avenue, San 20 Francisco, California 94102, to determine whether the Settlement on the terms and conditions 21 provided for in the Stipulation is fair, reasonable, and adequate to Current Oracle Shareholders 22 and to Oracle Corporation (“Oracle”) and should be granted final approval by the Court; to 23 determine whether a Judgment as provided in Paragraph 1.11 of the Stipulation should be entered 24 herein; and to award attorneys’ fees and expenses to Plaintiffs’ counsel. 25 3. The Court approves, as to form and content, the Notice and Summary Notice 26 attached as Exhibit A hereto, and finds that the distribution of the Notice and Summary Notice 27 substantially in the manner and form set forth in this Order meets the requirements of Federal 28 1 [PROPOSED] ORDER PRELIMINARILY APPROVING SETTLEMENT AND PROVIDING FOR NOTICE MASTER FILE NO. C-10-03392-RS; CASE NO. C-11-04493-RS sf-3280234 1 Rule of Civil Procedure 23.1 and due process, and is the best notice practicable under the 2 circumstances and shall constitute due and sufficient notice to all Persons entitled thereto. 3 4. Not later than ten (10) calendar days following entry of this Order, Oracle shall 4 cause a copy of the Summary Notice to be published once in the national edition of Investor’s 5 Business Daily and a copy of the Notice to be posted in the investor relations section of Oracle’s 6 website substantially in the forms attached as Exhibit A hereto. 7 5. At least seven (7) calendar days before the Settlement Hearing, Defendants’ 8 counsel shall serve on counsel for the Plaintiffs and file with the Court proof, by affidavit or 9 declaration, of the publication and posting of the Notice as required under Paragraph 4. 10 6. All Current Oracle Shareholders shall be bound by all orders, determinations, and 11 judgments in the Derivative Actions concerning the Settlement, whether favorable or unfavorable 12 to Current Oracle Shareholders. 13 7. Pending final determination of whether the Settlement should be approved, no 14 Current Oracle Shareholder, either directly, representatively, or in any other capacity, shall 15 commence or prosecute against any of the Defendants any action or proceeding in any court or 16 tribunal asserting any of the Released Claims. 17 8. All papers in support of final approval of the Settlement and the award of 18 attorneys’ fees and expenses shall be filed with the Court and served at least thirty-five (35) 19 calendar days prior to the Settlement Hearing, and any reply briefs shall be filed fourteen (14) 20 calendar days before the Settlement Hearing. 21 9. Any Current Oracle Shareholder may appear and show cause, if he, she, or it has 22 any, why the Settlement should not be granted final approval as fair, reasonable, and adequate, or 23 why a judgment should not be entered thereon, or why attorneys’ fees and expenses should not be 24 awarded to Plaintiffs’ counsel; provided, however, unless otherwise ordered by the Court, no 25 Current Oracle Shareholder shall be heard or entitled to contest the final approval of the terms 26 and conditions of the Settlement or, if granted final approval, the Judgment to be entered thereon 27 approving the same, or the attorneys’ fees and expenses to be awarded to Plaintiffs’ counsel, 28 2 [PROPOSED] ORDER PRELIMINARILY APPROVING SETTLEMENT AND PROVIDING FOR NOTICE MASTER FILE NO. C-10-03392-RS; CASE NO. C-11-04493-RS sf-3280234 1 unless that Person has filed with the Clerk of the Court at the address listed below and served on 2 the following counsel (delivered by hand or sent by first-class mail) appropriate proof of Oracle 3 stock ownership, along with written objections, including the basis therefor, and copies of any 4 papers and briefs in support thereof such that they are received no later than twenty-one (21) 5 calendar days prior to the Settlement Hearing. 6 8 Mark C. Molumphy COTCHETT, PITRE & MCCARTHY, LLP San Francisco Airport Office Center 840 Malcolm Road, Ste. 200 Burlingame, CA 94010 9 Counsel for Plaintiffs 7 10 Jordan Eth Philip T. Besirof MORRISON & FOERSTER LLP 425 Market Street San Francisco, CA 94105 11 12 13 Counsel for Nominal Defendant Oracle and the Individual Defendants 14 15 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 16 17 18 19 Any Current Oracle Shareholder who does not make his, her, or its objection in the manner 20 provided for herein shall be deemed to have waived such objection and shall forever be 21 foreclosed from making any objection to the fairness, reasonableness, or adequacy of the 22 Settlement as incorporated in the Stipulation and to the award of attorneys’ fees and expenses to 23 Plaintiffs’ counsel, unless otherwise ordered by the Court, but shall otherwise be bound by the 24 Judgment to be entered and the releases to be given. 25 10. Neither the Stipulation nor the Settlement, nor any act performed or document 26 executed pursuant to or in furtherance of the Stipulation or the Settlement: (a) is or may be 27 deemed to be or may be offered, attempted to be offered, or used in any way by any of the 28 3 [PROPOSED] ORDER PRELIMINARILY APPROVING SETTLEMENT AND PROVIDING FOR NOTICE MASTER FILE NO. C-10-03392-RS; CASE NO. C-11-04493-RS sf-3280234 1 Settling Parties as a presumption, a concession, or an admission of, or evidence of, any fault, 2 wrongdoing, or liability of the Defendants or of the validity of any of the Released Claims; or (b) 3 is intended by the Settling Parties to be offered or received as evidence or used by any other 4 person in any other action or proceeding, whether civil, criminal, or administrative. The Released 5 Persons may file the Stipulation and/or the Judgment in any action that may be brought against 6 them in order to support a defense or counterclaim based on principles of res judicata, collateral 7 estoppel, full faith and credit, release, good-faith settlement, judgment bar or reduction, or any 8 other theory of claim preclusion or issue preclusion or similar defense or counterclaim. 9 11. The Court reserves the right to adjourn the date of the Settlement Hearing or 10 modify any other dates set forth herein without further notice to Current Oracle Shareholders, and 11 retains jurisdiction to consider all further applications arising out of or connected with the 12 Settlement. The Court may approve the Settlement, with such modifications as may be agreed to 13 by the Settling Parties, if appropriate, without further notice to Current Oracle Shareholders. 14 IT IS SO ORDERED. 15 7/17 DATED: _______________, 2013 16 _______________________________________ THE HONORABLE RICHARD SEEBORG UNITED STATES DISTRICT JUDGE 17 18 19 20 21 22 23 24 25 26 27 28 4 [PROPOSED] ORDER PRELIMINARILY APPROVING SETTLEMENT AND PROVIDING FOR NOTICE MASTER FILE NO. C-10-03392-RS; CASE NO. C-11-04493-RS sf-3280234

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