In re: Marvell Technology Group Ltd. Derivative Litigation

Filing 108

FINAL JUDGMENT AND ORDER OF DISMISSAL WITH PREJUDICE. Signed by Judge Ronald M. Whyte on 8/11/09. (jg, COURT STAFF) (Filed on 8/11/2009)

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*E-FILED - 8/11/09*

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UNITED STATES DISTRICT COURT

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NORTHERN DISTRICT OF CALIFORNIA
SAN JOSE DIVISION

11 In re MAVELL TECHNOLOGY GROUP ) Master File No. C-06-03894-RMW(RS)

XX JUDGMENT AND 12 ) (PROPOSED) FINAL XXXX
) ORDER OF DISMISSAL WITH PREJUDICE

LTD. DERIVATIVE LITIGATION )

13 This Document Relates To: )

) DATE: July 17, 2009
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ALL ACTIONS.

) TIME: 9:00 a.m.

) COURTROOM: The Honorable
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Ronald M. Whyte

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1 This matter came before the Cour for hearing pursuant to the Order ofthis Cour, dated May

2 21, 2009 ("Order"), on the application of the paries for approval of the proposed settlement
3 ("Settlement") set forth in the Stipulation of

Settlement dated March 12,2009 (the "Stipulation").

4 Due and adequate notice having been given to curent Marell Technology Group Ltd. ("Marvell")
5 shareholders as required in said Order, and the Cour having considered all papers fied and

6 proceedings had herein and otherwse being fully informed of the premises and good cause

7 appearng therefore, IT is HEREBY ORDERED, ADJUDGED AND DECREED that:
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This Judgment incorporates by reference the definitions in the Stipulation, and all

9 capitalized terms used herein shall have the same meanings as set forth in the Stipulation.
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2.

This Cour has jurisdiction over the subject matter of

the Action, including all matters

11 necessary to effectuate the Settlement, and over all Settling Paries to the Action.
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3.

The Cour finds that the Notice of

Proposed Settlement of

Derivative Action (Long-

13 Form) and Notice of Proposed Settlement of Derivative Action (Short-Form) (the "Notice")

14 provided to Marell shareholders was the best notice practicable under the circumstances. The
15 Notice fully satisfied the requirements ofF ederal Rule of Civil Procedure 23.1 and the requirements

16 of due process.
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4.

The Action and all claims contained therein, as well as all of

the Released Clais, are

18 dismissed with prejudice. Except as specifically provided for in i¡5.1 of

the Stipulation, Plaintiffs

19 shall bear their own costs. Plaintiffs shall not be responsible for any of Defendants' costs.
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The Cour finds that the terms of

the Stipulation and Settlement are fair, reasonable

21 and adequate as to each of the Settling Parties, and hereby finally approves the Stipulation and

22 Settlement in all respects, and orders the Settling Parties to perform its terms to the extent the
23 Settling Paries have not already done so.
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6.

Upon the Effective Date, as defined in the Stipulation, Marell, Curent Marell

25 Shareholders and the Plaintiffs (acting on their own behalf and, derivatively on behalf of

Marell)

26 shall be deemed to have, and by operation of

the Judgment shall have, fully, finally, and forever

27 released, relinquished and discharged the Released Claims against the Released Persons and any and

28 all causes of action that have been or could have been asserted in the Action by Plaintiffs or any

- R - POSE (P--O------D) FINAL JUGMENT AND ORDER OF DISMISSAL WITH PREJUICE C-06-03894-RMW(RS)
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1 Curent Marell Shareholder derivatively on behalf of

Marvell or Marell, arising out of or relating

2 to the facts, transactions, events, matters, occurences, acts, disclosures, statements, omissions or

3 failures to act that were alleged or could have been alleged in the Action based upon Marell's
4 historical stock option granting practices, through and including the date of execution of the

5 Stipulation. Notwthstading the foregoing, Released Clais does not include any clais asserted in
6 a pending consolidated shareholder class action lawsuit captioned In re Marvell Technology Group
7 Ltd. Securities Litigation, Case No. C-06-06286-RMW, for violations of

Sections 1 O(b) and 20( a) of

8 the Securities Exchange Act of 1934, and Rule 10b-5 promulgated thereunder (the "Class Action")
9 or any claims to enforce the.Stipulation.

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Upon the Effective Date, as defined in the Stipulation, each of the Released Persons

11 shall be deemed to have, and by operation of

the Judgment shall have, fully, finally, and forever
the Plaintiffs, Plaintiffs' Counsel, and Curent

12 released, relinquished and discharged each and all of

13 Marell Shareholders (solely in their capacity as Marell shareholders) from all claims (including

14 Unkown Claims) arising out of, relating to, or in connection with, the institution, prosecution,
15 assertion, settlement or resolution ofthe Action or the Released Claims. Nothing herein shall in any

16 way impair or restrict the rights of any Settling Par to enforce the terms ofthe Stipulation. Furher,
17 except as provided for in i¡2.4 of

the Stipulation, nothing herein shall limit or restrict in any way the

18 rights of

any Individual Defendant under Marell's bye-laws or Bermuda law, or other applicable

19 law, equity or contract, including without limitation any and all rights of indemnfication and

20 advancement of fees and costs.
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The Cour hereby approves the Fee Award in accordance with the Stipulation.

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Neither the Stipulation nor the Settlement, nor any act performed or document
the Stipulation or the Settlement: (a) is or may be deemed

23 executed pursuant to or in fuherance of

24 to be or may be offered, attempted to be offered or used in any way by the Settling Paries or any
25 other Person as a presumption, a concession or an admission of, or evidence of, any fault,

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

27 is or may be deemed to be or may be offered, attempted to be offered or used in any way by the
28 Settling Paries or any other Person or otherwse received as evidence in any other actions or

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1 proceedings, whether civil, criminal or administrative. The Released Persons may file the
2 Stipulation and! or this Judgment in any action that may be brought agaist them in order to support a

3 defense or counterclaim based on principles of res judicata, collateral estoppel, full faith and credit,
4 release, good faith settlement, judgment bar or reduction, or any other theory of claim preclusion or

5 issue preclusion or similar defense or counterclaim.

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10.

During the course of

the litigation, the Settling Paries and their respective counsel at
Federal Rule of

7 all times complied with the requirements of

Civil Procedure 11 and all other similar

8 laws.

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Without affecting the finality of

this Judgment in any way, this Cour hereby retains

jurisdiction over the Action and the Settling Paries to enter any fuher orders as may be

11 necessary to effectuate the Stipulation, the Settlement provided for therein and the provisions of this
12 Judgment.

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This Judgment is a final, appealable judgment and should be entered forthwith by the

14 Clerk in accordance with Rule 58, Federal Rules of

Civil Procedure.

15 IT is SO ORDERED. 8/11/09
THE HONORABLE RONALD M. WHYTE UNITED STATES DISTRICT JUDGE

(=ROPOS=D) FINAL JUGMENT AND ORDER OF DISMISSAL WITH PREmDICE P ====E =

C-06-03894-RMW(RS)

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COUGHLIN STOIA GELLER RUDMAN & ROBBINS LLP SHAWN A. WILLIAMS
100 Pine Street, Suite 2600

San Francisco, CA 94111
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Telephone: [phone]

415/288-4534 (fax)
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ARTHU L. SHIGLER III
600 B Street, Suite 1500 San Diego, CA 92101
Telephone: [phone]

SCOTT + SCOTT LLP

619/233-0508 (fax)

9 Co-Lead Counsel for Plaintiffs
10 S:\Settlement\areIl Deriv.setVGT00060382.DOC

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=== OS == (pROP==ED) FINAL JUGMENT AND ORDER OF DISMISSAL WITH PREJUICE C-06-03894-RMW(RS)

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