Datatreasury Corporation v. Wells Fargo & Company et al

Filing 681

MOTION FOR CLARIFICATION OR FOR PROTECTIVE ORDER (D.E.597) AND ENLARGEMENT OF TIME by Unionbancal Corporation. (Attachments: #1 Affidavit Gerardy A. Carrenard#2 Exhibit 1#3 Exhibit 2#4 Exhibit 3#5 Exhibit 4#6 Text of Proposed Order)(Pivnick, Scott) Modified on 4/27/2007 (sm, ). Modified on 4/27/2007 (sm, ).

Datatreasury Corporation v. Wells Fargo & Company et al

Doc. 681 Att. 2

Case 2:06-cv-00072-DF-CMC

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EXHIBIT 1 to DEFENDANT UNIONBANCAL CORPORATION'S MOTION FOR CLARIFICATION OR FOR A PROTECTIVE ORDER REGARDING DISCOVERY ORDER (D.E. NO. 597) AND ENLARGEMENT OF TIME

Document2.doc

Dockets.Justia.com

Case 2:06-cv-00072-DF-CMC

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Cause No.: 2:06-CV-72 DF DataTreasury Corporation v. Wells Fargo & Company, et al.

Transcript of the Testimony of David Anderson
February 7, 2007 By: Lisa Gretarsson, CSR

Gretchen Shore Court Reporting & Litigation Support Phone:[phone] Fax:[phone] Email:[e-mail] Internet: www.gretchenshore.com

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UNITED STATES DISTRICT COURT EASTERN DISTRICT OF TEXAS MARSHALL DIVISION )( )( )( )( )( )( )( )( )( )(

3 DATATREASURY CORPORATION, 4 5 VS 6 WELLS FARGO & COMPANY, et al., 7 Defendants. 8 9 10 11 12 13 14 15

Plaintiff,

CIVIL ACTION NO. 2:06-CV-72 (DF)

VIDEOTAPED ORAL DEPOSITION OF DAVID ANDERSON FEBRUARY 7, 2007

VIDEOTAPED ORAL DEPOSITION OF DAVID ANDERSON,

16 produced as a witness at the instance of the Plaintiff, 17 and duly sworn, was taken in the above-styled and 18 above-numbered cause on the 7th day of February, 2007, 19 from 9:21 a.m. to 4:27 p.m., before Lisa J. Gretarsson, 20 CSR in and for the state of Texas, reported by machine 21 shorthand, at the offices of Pillsbury, Winthrop, Shaw, 22 Pittman, LLP, 50 Fremont, Suite 400, located in the city 23 of San Francisco, state of California, pursuant to the 24 Federal Rules of Civil Procedure and the provisions 25 stated on the record.

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1 was, do the shareholders of Union Bank of California 2 elect -3 4 5 6

10:59 10:59

A. Q. A. Q.

Yes, the shareholder. So shareholders in the singular here. Yes. There is one shareholder.

10:59 10:59 10:59 10:59 10:59 11:00 11:00 11:00 11:00 11:00 11:00 11:00 11:00 11:00 11:00 11:00 11:01 11:01 11:01 11:01 11:01 11:01 11:01

And that shareholder is UnionBanCal

7 Corporation, correct? 8 9

A. Q.

Yes, it is. Do you know who votes on behalf of UnionBanCal

10 Corporation for the directors of Union Bank of 11 California? 12

A.

The directors of UnionBanCal Corporation vote

13 on behalf of the -- of the shareholder of Union Bank of 14 California. 15

Q.

So the directors of UnionBanCal Corporation

16 vote on UnionBanCal Corporation's behalf as the sole 17 shareholder of Union Bank of California. 18 19

A. Q.

I believe that's the case. How many directors of Union Bank of California

20 are also directors of UnionBanCal Corporation? 21 22

A. Q.

According to this list, 16. So all 16 members of the board of directors

23 for Union Bank of California also serve as the board of 24 -- on the board of directors for Union Bank of 25 California.

Is that your understanding?

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1 2

A. Q.

Yes. When does the board of directors for Union

11:01 11:02 11:02

3 Bank of California meet? 4

A.

What do you mean, when?

Time?

Is that a --

11:02 11:02 11:02 11:02 11:02 11:02 11:02 11:02 11:02 11:02 11:02 11:03 11:03 11:03 11:03 11:03 11:03 11:03 11:03 11:03 11:03 11:03

5 could you be more specific? 6

Q.

Well, how often does the board of directors

7 for Union Bank of California meet? 8

A.

I believe somewhere around six to -- six to I'm not associated with that part

9 eight times a year.

10 of the meeting or those meetings. 11

Q.

Do you know when the last time the board of

12 directors for Union Bank of California met? 13 14 15

A. Q. A.

Yeah.

I believe it was January.

Do you know where they met? Yes, I think I do, 400 California Street,

16 San Francisco. 17

Q.

Do you know what time they met or what the

18 exact date was that they met in January of 2007? 19

A.

No, I do not know the exact time and I don't

20 recall the -- the date. 21

Q.

The board of directors for UnionBanCal

22 Corporation, you said they met in January of 2007. 23 24 25

A. Q. A.

Right. Do you know where they met at? Yeah, 400 California Street.

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1 2 at 1:57. 3 4 5 2:10. 6

THE VIDEOGRAPHER:

We're off the record

01:57 01:57

(Recess taken 1:57 to 2:10) THE VIDEOGRAPHER: Back on the record at

01:57 02:10 02:10

Q.

(BY MR. KING)

Mr. Anderson, we just came back

02:10 02:10 02:10 02:10 02:10 02:10 02:10 02:10 02:10 02:10 02:11 02:11 02:11 02:11 02:11 02:11 02:11 02:11 02:11 02:11

7 from a quick break.

I just want to go back and clean up

8 a couple of things before I move on. 9

Earlier, I believe before lunch, if I'm

10 not mistaken, we had talked about the board of directors 11 meetings that were held in January of this year -12 13

A. Q.

Uh-huh (affirmative). -- by Union Bank of California and UnionBanCal And I believe you had indicated that you

14 Corporation.

15 thought both of those were held beginning the morning of 16 January 23rd. 17 18

A. Q.

That's correct. Were those board of directors meetings held

19 simultaneously with each other? 20

A.

I don't know about this one specifically, but They're separate business

21 usually they -- they can be.

22 for both boards, but if it applies to all the 23 organizations, they could be combined. 24

Q.

To the best of your knowledge, are they

25 usually combined?

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1

A.

I -- I'd say most of the time that they are

02:11 02:11

2 combined. 3

Q.

And during the course of those meetings when

02:11 02:11 02:11 02:11 02:11 02:11 02:11 02:11 02:12 02:12 02:12 02:12 02:12 02:12 02:12

4 they're combined, is there any way to distinguish when 5 members of the board of directors are speaking on behalf 6 of UnionBanCal Corporation or Union Bank of California? 7 8 9

A. Q. A.

Yes, I believe so. And what are -- what are those procedures? Well, the -- the item before the -- the board

10 would be addressed to that specific board members, such 11 as the filing of a proxy.

The approval of the proxy or

12 the SEC documents are approved by the board of directors 13 of UnionBanCal Corporation.

So if the business

14 pertained to that particular company, it would be 15 addressed to those members. 16

Q.

Would both boards be in the -- conducting

17 the -18 19

MR. KING: Q. (BY MR. KING)

Strike that. When the proxy statement, for

02:12 02:12 02:12 02:12 02:12 02:12 02:12 02:12

20 example, is up for approval, are members of Union Bank 21 of California, members of that board of directors, also 22 in the meeting with the board of directors for 23 UnionBanCal Corporation? 24

A.

I believe so, particularly in the case of the

25 proxy, because some of the board committees are only

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1 FOR THE PLAINTIFF: 2 3 4 5

R. Benjamin King, Esq. NIX PATTERSON & ROACH, L.L.P. 2900 St. Michael Drive, Suite 500 Texarkana, Texas 75503 Telephone: [phone] Facsimile: 902-223-8520 E-mail: [e-mail]

6 FOR THE DEFENDANT, UNIONBANCAL CORP. 7 8 9 10 11 12

Raymond L. Sweigart, Esq. Brian Harris, Esq. PILLSBURY, WINTHROP, SHAW, PITTMAN, LLP 1650 Tysons Boulevard McLean, Virginia 22102 Telephone: [phone] Facsimile: 703-770-7901 E-mail: [e-mail] I further certify that I am neither attorney nor

13 counsel for nor related to or employed by any of the 14 parties to the action in which this deposition is taken, 15 and further that I am not a relative or employee of any 16 attorney or counsel employed by the parties hereto or 17 financially interested in the action. 18

In witness whereof, I have hereunto set my hand

19 and affixed my seal this _____ day of ______________, 20 2007. 21 22 23 24 25

________________________________ LISA J. GRETARSSON, CSR No. 4486 Expiration Date: 12-31-08 Firm Registration No. 90 208 N. Green Street, Ste. 201 Longview, TX 75601 903/758-2183 (telephone) 903/758-4890 (fax)