Laborers' Local #231 Pension Fund v. Intersil Corporation et al

Filing 40

ORDER by Judge Edward J. Davila granting 36 Motion to Enter Judgment on Order of Dismissal. The Clerk shall close this file. (ejdlc4, COURT STAFF) (Filed on 4/25/2012)

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UNITED STATES DISTRICT COURT

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NORTHERN DISTRICT OF CALIFORNIA

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SAN JOSE DIVISION

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LABORERS’ LOCAL,

United States District Court
For the Northern District of California

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Plaintiff,
v.
INTERSIL, ET AL.,
Defendants.

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Case No. 5:11-CV-04093 EJD
ORDER GRANTING MOTION TO
ENTER JUDGMENT ON ORDER OF
DISMISSAL

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Presently before the court is Defendants’ motion to enter judgment on order of dismissal.
See Docket Item No. 36. For the reasons discussed below, Defendants’ motion to enter judgment
on order of dismissal will be granted and Plaintiff’s Complaint will be dismissed without prejudice.
This is a shareholders’ derivative action suit brought for the benefit of Nominal Defendant
Intersil against certain executives and directors of Intersil. According to the Complaint, Plaintiff
has been a shareholder of Intersil since July 2009. See Complaint, Docket Item No. 1, at ¶ 10.
Intersil is a Delaware corporation, headquartered in Milpitas, California, which designs, develops,
manufactures and markets high-performance analog and mixed-signal integrated circuits. Id. at ¶
11. Compensia, a citizen of California, is an executive compensation advisory firm that assisted
the Intersil Board in connection with the 2010 executive pay. Id. at ¶ 25. The thirteen individually
named defendants are directors and officers of Intersil. Id. at ¶¶ 12-24.
On March 26, 2011, the Intersil Board recommended shareholder approval of the 2010
executive compensation. Id. at ¶ 36. On May 4, 2011, pursuant to the Dodd-Frank Wall Street
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Case No. 5:11-CV-04093 EJD
ORDER GRANTING MOTION TO ENTER JUDGMENT ON ORDER OF DISMISSAL

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Reform and Consumer Protection Act (“Dodd-Frank Act”), a non-binding shareholder vote was

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held on executive compensation. Id. at ¶ 39. In that vote, 56 percent of voting Intersil shareholders

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rejected the Board’s 2010 CEO and top executive compensation. Id. at ¶¶ 2, 39.

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On August 19, 2011, Plaintiff filed this action for breach of fiduciary duty and unjust

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enrichment on behalf of Intersil by one of its shareholders against several of Intersil’s current

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executives and Board of Directors. Before filing the Complaint, Plaintiff did not make a pre-suit

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demand on Intersil’s Board, instead alleging that demand would be futile. Id. at ¶ 45. Defendants

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filed motions to dismiss, which the court granted in its order of March 7, 2012. See Docket Item

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No. 31. The court gave Plaintiff leave to amend the Complaint by April 13, 2012, pursuant to a

United States District Court
For the Northern District of California

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stipulation agreement between the parties. See Docket Item No. 34.

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Plaintiff, however, did not file an amended Complaint in accordance with the court’s order.

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Instead, on April 13, 2012, Plaintiff filed notice that it had made a litigation demand on the Intersil

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Board of Directors. See Docket Item No. 35.

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Pursuant to Local Rule 7-11, Defendants filed the instant motion to enter judgment on order

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of dismissal. See Docket Item No. 36. Plaintiff filed an opposition to Defendants’ motion and

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requested that the court stay the case. See Docket Item No. 39.

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The court does not find good cause has been shown to stay the case. The court has already

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dismissed Plaintiff’s Complaint and ordered an amended complaint to be filed by April 13, 2012,

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per the parties’ stipulation. Because Plaintiff did not file an amended complaint, the court will

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enter a final judgment on the order to dismiss. See Fed. R. Civ. P. 41(b).

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IT IS HEREBY ORDERED that Plaintiff’s Complaint is DISMISSED WITHOUT

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PREJUDICE. The Clerk shall close this file upon entry of Judgment.

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IT IS SO ORDERED.

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Dated: April 25, 2012

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_________________________________
EDWARD J. DAVILA
United States District Judge

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Case No. 5:11-CV-04093 EJD
ORDER GRANTING MOTION TO ENTER JUDGMENT ON ORDER OF DISMISSAL