David Guerra v. Linear Technology Corp. et al

Filing 27

STIPULATED ORDER DISMISSING ACTION, ***Civil Case Terminated. Signed by Judge Phyllis J. Hamilton on 10/24/16. (napS, COURT STAFF) (Filed on 10/24/2016)

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1 2 3 4 5 6 7 DAVID J. BERGER, State Bar No. 147645 CATHERINE E. MORENO, State Bar No. 264517 WILSON SONSINI GOODRICH & ROSATI Professional Corporation 650 Page Mill Road Palo Alto, CA 94304-1050 Telephone: (650) 493-9300 Facsimile: (650) 565-5100 Email: dberger@wsgr.com cmoreno@wsgr.com Attorneys for Defendants 8 9 10 11 12 13 14 BARBARA A. ROHR, State Bar No. 273353 BENJAMINE HEIKALI, State Bar No. 307466 FARUQI & FARUQI, LLP 10866 Wilshire Boulevard, Suite 1470 Los Angeles, CA 90024 Telephone: (424) 256-2884 Facsimile: (424) 256-2885 Email: brohr@faruqilaw.com bheikali@faruqilaw.com Attorneys for Plaintiff 15 16 17 18 19 20 21 22 23 24 25 26 27 UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA OAKLAND DIVISION DAVID GUERRA, On Behalf of Himself and All ) Others Similarly Situated, ) ) Plaintiff, ) ) v. ) ) LINEAR TECHNOLOGY CORP., ROBERT H. ) SWANSON, JR., LOTHAR MAIER, ARTHUR ) C. AGNOS, JOHN J. GORDON, DAVID S. ) LEE, RICHARD M. MOLEY and THOMAS S. ) VOLPE, ) ) Defendants. ) ) CASE NO.: 4:16-cv-05514-PJH STIPULATED [PROPOSED] ORDER DISMISSING ACTION Before: Honorable Phyllis Hamilton Courtroom: 3-3rd Floor 28 STIPULATED [PROPOSED] ORDER DISMISSING ACTION CASE NO. 4:16-CV-05514-PJH 1 WHEREAS, on September 28, 2016, plaintiff David Guerra (“Plaintiff”) commenced a 2 Class Action for Violations of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 3 and Rule 14a-9 (the “Action”), against defendants Linear Technology Corp. (“Linear”), Robert 4 H. Swanson, Jr., Lothar Maier, Arthur C. Agnos, John J. Gordon, David S. Lee, Richard M. 5 Moley, and Thomas S. Volpe (collectively, “Defendants”); 6 WHEREAS, the Action alleges that Defendants violated Sections 14(a) and 20(a) of the 7 Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 14a-9 promulgated thereunder 8 by causing an allegedly material incomplete and misleading Schedule 14A Definitive Proxy 9 Statement (the “Proxy”) to be filed with the Securities and Exchange Commission (the “SEC”) 10 on September 16, 2016, which recommended that Linear stockholders vote in favor of approving 11 a proposed transaction between Linear and Analog Devices, Inc. (the “Proposed Transaction”); 12 13 14 15 16 WHEREAS, on October 12, 2016, Linear filed a Form 8-K with the SEC, providing supplemental disclosures to the Proxy; WHEREAS, during a special meeting of Linear stockholders held on October 18, 2016, Linear stockholders voted to approve the Proposed Transaction; WHEREAS, Plaintiff believes that the supplemental disclosures contained in Linear’s 17 October 12, 2016 Form 8-K addressed certain of Plaintiff’s allegations and claims under Section 18 14(a) of the Exchange Act; 19 WHEREAS, Plaintiff and Defendants have reached an agreement with respect to the 20 payment of attorneys’ fees and expenses based on the benefits Plaintiff claims were provided by 21 the supplemental disclosures set forth in Linear’s October 12, 2016 Form 8-K, and Defendants 22 have agreed to provide Plaintiff with a single payment of $195,000 in attorneys’ fees and 23 expenses; 24 WHEREAS, based on the proceedings to date, Plaintiff has determined that certain 25 claims asserted in this Action have been mooted and the remaining claims are so unlikely to be 26 successful as to warrant dismissal; 27 28 STIPULATED [PROPOSED] ORDER DISMISSING ACTION 2 CASE NO. 4:16-CV-05514-PJH 1 WHEREAS, Defendants deny the allegations in the Action and expressly maintain that 2 they acted diligently and scrupulously, and complied with all applicable fiduciary, disclosure, 3 and other legal duties; 4 5 WHEREAS, it is the intention of counsel for Plaintiff in this Action to dismiss the Action with prejudice as to Plaintiff; 6 WHEREAS, no class has been certified in the Action; 7 NOW, THEREFORE, subject to the approval of the Court, Plaintiff and Defendants, by 8 9 10 and through their counsel, stipulate and agree as follows: 1. The Action shall be dismissed, and the claims asserted therein shall be dismissed with prejudice as to Plaintiff. 11 12 Dated: October 21, 2016 13 WILSON SONSINI GOODRICH & ROSATI Professional Corporation 14 By: /s/ Catherine E. Moreno Catherine E. Moreno cmoreno@wsgr.com 15 16 17 Attorneys for Defendants Linear Technology Corp., Robert H. Swanson, Jr., Lothar Maier, Arthur C. Agnos, John J. Gordon, David S. Lee, Richard M. Moley and Thomas S. Volpe 18 19 20 21 Dated: October 21, 2016 FARUQI & FARUQI, LLP 22 By: /s/ Barbara A. Rohr Barbara A. Rohr brohr@faruqilaw.com 23 24 Attorneys for Plaintiff David Guerra 25 26 27 28 STIPULATED [PROPOSED] ORDER DISMISSING ACTION 3 CASE NO. 4:16-CV-05514-PJH 1 2 ATTESTATION I, Catherine E. Moreno, am the ECF User whose identification and password are being 3 used to file this Stipulated [Proposed] Order Dismissing Action. I hereby attest that Barbara A. 4 Rohr has concurred in this filing. 5 6 Dated: October 21, 2016 7 8 WILSON SONSINI GOODRICH & ROSATI Professional Corporation By: /s/ Catherine E. Moreno Catherine E. Moreno 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Stipulated [Proposed] Order Dismissing Action 4 Case No.: 4:16-cv-05514-PJH 1 2 3 4 5 6 PROPOSED ORDER PURSUANT TO STIPULATION, IT IS HEREBY ORDERED that the Class Action Complaint for Violations of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 and Rule 14a-9 is dismissed, and the claims asserted therein are dismissed with prejudice as to Plaintiff. 7 8 9 October 24 DATED: ______________, 2016 S DISTRICT TE C TA 11 Honorable Phyllis IS SO OR IT J. Hamilton United States District Judge ilton UNIT ED S __________________________________________ RT U O 10 14 R NIA A H ER FO hyl Judge P LI RT 13 m lis J. Ha NO 12 DERED N F D IS T IC T O R C 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Stipulated [Proposed] Order Dismissing Action Case No.: 4:16-cv-05514-PJH

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