In Re Blue Coat Systems, Inc. Derivative Litigation

Filing 88

STIPULATION AND ORDER EXTENDING DATE FOR CASE MANAGEMENT CONFERENCE (approving 87 ). The Case Management Conference set for 9/24/2010 is CONTINUED to 10/8/2010 at 10:30 AM in Courtroom 3, 5th Floor, San Jose. Signed by Judge Jeremy Fogel on 9/20/2010. (jflc2, COURT STAFF) (Filed on 9/20/2010)

In Re Blue Coat Systems, Inc. Derivative Litigation

Doc. 88

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

Jeffrey S. Facter (State Bar No. 123817) Patrick D. Robbins (State Bar No. 152288) Emily V. Griffen (State Bar No. 209162) Sean T. Strauss (State Bar No. 245811) SHEARMAN & STERLING LLP 525 Market Street, Suite 1500 San Francisco, CA 94105-2723 Telephone: [phone] Facsimile: [phone] Email: [e-mail] m [e-mail] [e-mail] [e-mail] m Attorneys for the Special Committee of the Board of Directors of Blue Coat Systems, Inc.

**E-Filed 9/20/2010**

UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA SAN JOSE DIVISION In re BLUE COAT SYSTEMS, INC. DERIVATIVE LITIGATION MASTER FILE NO.: C-06-4809-JF (RS) [Consolidated with C-06-5453] STIPULATION AND -----------------[PROPOSED] ORDER EXTENDING DATE FOR CASE MANAGEMENT CONFERENCE

This Document Relates To: ALL ACTIONS.

Current CMC Date: September 24, 2010 Proposed CMC Date: October 8, 2010 Before: Hon. Jeremy Fogel

STIP AND [PROPOSED] ORDER EXTENDING DATE FOR CMC

MASTER FILE NO.: C-06-4809-JF (RS)
290600
Dockets.Justia.com

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

WHEREAS, Plaintiffs in this Consolidated Action filed a Verified Amended Consolidated Shareholder Derivative Complaint ("Consolidated Complaint") on November 30, 2007; WHEREAS, on February 1, 2008, Nominal Defendant Blue Coat Systems, Inc. ("Blue Coat") and Defendant Ernst & Young LLP ("EY") filed motions to dismiss this case on the ground that a demand upon Blue Coat's board of directors (the "Board") to assert claims against the individual Defendants and Defendant EY would not have been futile (the "Demand Futility Motions"); WHEREAS, on February 1, 2008, the individual Defendants and EY filed motions to dismiss the Consolidated Complaint on the grounds that it failed to state a claim for relief against them; WHEREAS, on February 1, 2008, Defendants Blue Coat and EY filed motions to stay the case and/or to compel mediation and, if necessary, arbitration; WHEREAS, Plaintiffs decided not to oppose these motions but to instead make a demand on Blue Coat's Board; WHEREAS, the Parties agreed to, and the Court ordered, a stay of the action to permit Plaintiffs to make their demand upon Blue Coat's Board and to allow the Board to consider such demand; WHEREAS, in response to Plaintiffs' demand, the Board formed a special committee, composed of directors James Tolonen and Keith Geeslin, which according to the Form 10-Q filed by Blue Coat on December 9, 2008, was granted plenary authority to decide whether it is in the best interests of the Company and its shareholders to pursue or otherwise resolve the claims raised in the demand letter and in the federal and state derivative actions and any other claims of the Company that the special committee deems necessary or appropriate to consider concerning its historical stock option practices; WHEREAS, the special committee represents that it has been actively engaged in an investigation of Plaintiffs' demand and has been working diligently on the investigation;

STIP AND [PROPOSED] ORDER EXTENDING DATE FOR CMC

1

MASTER FILE NO.: C-06-4809-JF (RS)
290600

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Stipulation.

WHEREAS, counsel for plaintiffs, counsel for the special committee, counsel for the insurers, and counsel for certain individual defendants attended a mediation session on November 24, 2009 with the Honorable Layn Phillips (Ret.); WHEREAS, following the mediation, counsel for Plaintiffs, counsel for the special committee, counsel for the insurers, and counsel for individual Defendants continued to engage in extensive arm's length settlement discussions, with additional assistance from the mediator; WHEREAS, Plaintiffs, certain of the individual Defendants, Defendant EY, and nominal Defendant Blue Coat, by and through its special committee, each by and through their respective counsel, have reached a settlement in principle of this action and preparation of settlement documentation is underway; NOW, THEREFORE, the Parties, by and through their undersigned counsel of record, hereby agree and stipulate to the following: 1. The Case Management Conference scheduled for September 24, 2010,

together with all associated pre-conference filings (e.g., the Case Management Statement and Rule 26(f) disclosures) shall be continued to October 8, 2010 at 10:30 a.m., or as soon as available thereafter, at which time the Parties will report to the Court about the status of the special committee's work and the status of settlement documentation; 2. The Parties respectfully request that the Court enter an Order approving this

Dated: September 17, 2010

SHEARMAN & STERLING LLP Jeffrey S. Facter Patrick D. Robbins Emily V. Griffen Sean T. Strauss 525 Market Street, Suite 1500 San Francisco, CA 94105 Telephone: [phone] Facsimile: [phone]

By:

/s
Sean T. Strauss

Counsel for the Special Committee of the Board of Directors of Nominal Defendant Blue Coat Systems, Inc. STIP AND [PROPOSED] ORDER EXTENDING DATE FOR CMC 2 MASTER FILE NO.: C-06-4809-JF (RS)
290600

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

Dated: September 17, 2010

WILSON SONSINI GOODRICH & ROSATI, P.C. Jerome F. Birn, Jr. 650 Page Mill Road Palo Alto, CA 94304-1050 Telephone: [phone] Facsimile: [phone]

By:

/s
Jerome F. Birn, Jr.

Counsel for the Blue Coat Defendants and Nominal Defendant Blue Coat Systems, Inc. Dated: September 17, 2010 THE WEISER LAW FIRM, P.C. Robert B. Weiser 121 N. Wayne Avenue, Suite 100 Wayne, PA 19087 Telephone: [phone] Facsimile: [phone]

By:
Dated: September 17, 2010

/s
Robert B. Weiser

ROBBINS UMEDA LLP Brian J. Robbins Marc M. Umeda 600 B Street, Suite 1900 San Diego, CA 92101 Telephone: [phone] Facsimile: [phone]

By:

/s
Marc M. Umeda

Co-Lead Counsel for Plaintiffs Dated: September 17, 2010 DLA PIPER US LLP Shirli Fabbri Weiss David Priebe Roy K. McDonald David M. Doyle 401 B Street, Suite 1700 San Diego, CA 92101 Telephone: [phone] Facsimile: [phone]

By:

/s
Shirli F. Weiss

Counsel for Defendant Michael J. Johnson STIP AND [PROPOSED] ORDER EXTENDING DATE FOR CMC 3 MASTER FILE NO.: C-06-4809-JF (RS)
290600

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

Dated: September 17, 2010

BINGHAM MCCUTCHEN LLP Charlene S. Shimada Three Embarcadero Center San Francisco, CA 94111 Telephone: [phone] Facsimile: [phone]

By:

/s
Charlene S. Shimada

Counsel for Defendant Susan Thornton Dated: September 17, 2010 KATTEN MUCHIN ROSENMAN, LLP Bruce G. Vanyo Richard H. Zelichov 2029 Century Park East, Suite 2600 Los Angeles, CA 90067 Telephone: [phone] Facsimile: [phone]

By:

/s
Richard H. Zelichov

Counsel for Defendant Robert P. Verheecke Dated: September 17, 2010 LATHAM & WATKINS LLP Peter A. Wald Patrick E. Gibbs David M. Friedman Andrew M. Farthing 505 Montgomery Street, Suite 2000 San Francisco, CA 94111-6538 Telephone: [phone] Facsimile: [phone]

By:

/s
David M. Friedman

Counsel for Defendant Ernst & Young LLP

STIP AND [PROPOSED] ORDER EXTENDING DATE FOR CMC

4

MASTER FILE NO.: C-06-4809-JF (RS)
290600

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 STIP AND [PROPOSED] ORDER EXTENDING DATE FOR CMC Se _ . 20 Dated: ____pt_______, 2010

-[-P----------ED] ORDER - ROPOS ----Based upon the above stipulation of the Parties and for good cause appearing therefore, IT IS SO ORDERED.

JEREMY FOGEL United States District Judge

5

MASTER FILE NO.: C-06-4809-JF (RS)
290600

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

ATTESTATION PURSUANT TO GENERAL ORDER 45 I, Sean T. Strauss, attest that concurrence in the filing of this document has been obtained from each of the signatories. I declare under penalty of perjury under the laws of the United States of America that the foregoing is true and correct. Executed this 17th day of September, 2010 at San Francisco, California. By: /s Sean T. Strauss

Counsel for the Special Committee of the Board of Directors of Nominal Defendant Blue Coat Systems, Inc.

STIP AND [PROPOSED] ORDER EXTENDING DATE FOR CMC

6

MASTER FILE NO.: C-06-4809-JF (RS)
290600