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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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: [phone]
Facsimile: [phone]
Email: [e-mail]
[e-mail]
Attorneys for Defendants

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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: [phone]
Facsimile: [phone]
Email: [e-mail]
[e-mail]
Attorneys for Plaintiff

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UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF CALIFORNIA
OAKLAND DIVISION
DAVID GUERRA, On Behalf of Himself and All )
Others Similarly Situated,
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Plaintiff,
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v.
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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,
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)
Defendants.
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)

CASE NO.: 4:16-cv-05514-PJH
STIPULATED [PROPOSED]
ORDER DISMISSING ACTION
Before: Honorable Phyllis Hamilton
Courtroom: 3-3rd Floor

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STIPULATED [PROPOSED] ORDER DISMISSING
ACTION

CASE NO. 4:16-CV-05514-PJH

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WHEREAS, on September 28, 2016, plaintiff David Guerra (“Plaintiff”) commenced a

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Class Action for Violations of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934

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and Rule 14a-9 (the “Action”), against defendants Linear Technology Corp. (“Linear”), Robert

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H. Swanson, Jr., Lothar Maier, Arthur C. Agnos, John J. Gordon, David S. Lee, Richard M.

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Moley, and Thomas S. Volpe (collectively, “Defendants”);

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WHEREAS, the Action alleges that Defendants violated Sections 14(a) and 20(a) of the

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Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 14a-9 promulgated thereunder

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by causing an allegedly material incomplete and misleading Schedule 14A Definitive Proxy

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Statement (the “Proxy”) to be filed with the Securities and Exchange Commission (the “SEC”)

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on September 16, 2016, which recommended that Linear stockholders vote in favor of approving

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a proposed transaction between Linear and Analog Devices, Inc. (the “Proposed Transaction”);

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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

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October 12, 2016 Form 8-K addressed certain of Plaintiff’s allegations and claims under Section

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14(a) of the Exchange Act;

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WHEREAS, Plaintiff and Defendants have reached an agreement with respect to the

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payment of attorneys’ fees and expenses based on the benefits Plaintiff claims were provided by

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the supplemental disclosures set forth in Linear’s October 12, 2016 Form 8-K, and Defendants

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have agreed to provide Plaintiff with a single payment of $195,000 in attorneys’ fees and

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expenses;

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WHEREAS, based on the proceedings to date, Plaintiff has determined that certain

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claims asserted in this Action have been mooted and the remaining claims are so unlikely to be

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successful as to warrant dismissal;

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STIPULATED [PROPOSED] ORDER DISMISSING
ACTION

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CASE NO. 4:16-CV-05514-PJH

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WHEREAS, Defendants deny the allegations in the Action and expressly maintain that

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they acted diligently and scrupulously, and complied with all applicable fiduciary, disclosure,

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and other legal duties;

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WHEREAS, it is the intention of counsel for Plaintiff in this Action to dismiss the Action
with prejudice as to Plaintiff;

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WHEREAS, no class has been certified in the Action;

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NOW, THEREFORE, subject to the approval of the Court, Plaintiff and Defendants, by

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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.

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Dated: October 21, 2016

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WILSON SONSINI GOODRICH & ROSATI
Professional Corporation

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By: /s/ Catherine E. Moreno
Catherine E. Moreno
[e-mail]

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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

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Dated: October 21, 2016

FARUQI & FARUQI, LLP

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By: /s/ Barbara A. Rohr
Barbara A. Rohr
[e-mail]

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Attorneys for Plaintiff
David Guerra

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STIPULATED [PROPOSED] ORDER DISMISSING
ACTION

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CASE NO. 4:16-CV-05514-PJH

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ATTESTATION
I, Catherine E. Moreno, am the ECF User whose identification and password are being

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used to file this Stipulated [Proposed] Order Dismissing Action. I hereby attest that Barbara A.

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Rohr has concurred in this filing.

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Dated: October 21, 2016

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WILSON SONSINI GOODRICH & ROSATI
Professional Corporation

By: /s/ Catherine E. Moreno
Catherine E. Moreno

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Stipulated [Proposed] Order Dismissing Action

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Case No.: 4:16-cv-05514-PJH

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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.

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October 24
DATED: ______________, 2016
S DISTRICT
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Honorable Phyllis IS SO OR
IT J. Hamilton
United States District Judge ilton

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Stipulated [Proposed] Order Dismissing Action

Case No.: 4:16-cv-05514-PJH