Filed: Feb. 15, 2017
Latest Update: Feb. 15, 2017
Summary: STIPULATION AND [PROPOSED] ORDER CONCERNING PLAINTIFF'S VOLUNTARY DISMISSAL OF THE ABOVE ACTION WITHOUT PREJUDICE AND PLAINTIFF'S COUNSEL'S ANTICIPATED APPLICATION FOR AN AWARD OF ATTORNEYS' FEES AND EXPENSES EDWARD M. CHEN , District Judge . WHEREAS, on November 2, 2016, Brocade Communications Systems, Inc. ("Brocade" or the "Company") announced that it had entered into a definitive merger agreement (the "Merger Agreement"), pursuant to which a wholly owned subsidiary of Broadcom wil
Summary: STIPULATION AND [PROPOSED] ORDER CONCERNING PLAINTIFF'S VOLUNTARY DISMISSAL OF THE ABOVE ACTION WITHOUT PREJUDICE AND PLAINTIFF'S COUNSEL'S ANTICIPATED APPLICATION FOR AN AWARD OF ATTORNEYS' FEES AND EXPENSES EDWARD M. CHEN , District Judge . WHEREAS, on November 2, 2016, Brocade Communications Systems, Inc. ("Brocade" or the "Company") announced that it had entered into a definitive merger agreement (the "Merger Agreement"), pursuant to which a wholly owned subsidiary of Broadcom will..
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STIPULATION AND [PROPOSED] ORDER CONCERNING PLAINTIFF'S VOLUNTARY DISMISSAL OF THE ABOVE ACTION WITHOUT PREJUDICE AND PLAINTIFF'S COUNSEL'S ANTICIPATED APPLICATION FOR AN AWARD OF ATTORNEYS' FEES AND EXPENSES
EDWARD M. CHEN, District Judge.
WHEREAS, on November 2, 2016, Brocade Communications Systems, Inc. ("Brocade" or the "Company") announced that it had entered into a definitive merger agreement (the "Merger Agreement"), pursuant to which a wholly owned subsidiary of Broadcom will merge with and into Brocade (the "Proposed Transaction");
WHEREAS, on December 6, 2016, Brocade filed a preliminary proxy statement (the "Preliminary Proxy") with the Securities and Exchange Commission ("SEC") in support of the Proposed Transaction;
WHEREAS, on December 14, 2016, Plaintiff Melvin Gross ("Plaintiff"), a shareholder of Brocade, filed a Class Action Complaint in the above captioned action (the "Action") alleging Defendants violated Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 and Rule 14a-9 promulgated thereunder (the "Exchange Act'') by causing the allegedly materially incomplete and misleading Proxy to be filed;
WHEREAS, on December 20, 2016, Brocade filed a definitive proxy statement (the "Definitive Proxy") with the SEC setting a shareholder meeting on January 26, 2017;
WHEREAS, on December 23, 2016, Plaintiff sent a formal demand letter to Defendants stating that the Definitive Proxy had failed to address his alleged disclosure violations and providing legal authority in support of the alleged disclosure violations in his Class Action Complaint;
WHEREAS, on January 18, 2017, Brocade filed an amended proxy containing supplemental disclosures addressing certain disclosure allegations in the Action (the "Supplemental Disclosures");
WHEREAS, Plaintiff contends that the prosecution of the Action was a cause of the decision to make the Supplemental Disclosures, and Defendants dispute that contention;
WHEREAS, the Supplemental Disclosures moot the disclosure claims asserted in the Action;
NOW THEREFORE, pursuant to the stipulations of the parties, IT IS HEREBY ORDERED AND ADJUDGED THAT:
1. Plaintiff hereby agrees to voluntarily dismiss the Action, without prejudice to Plaintiff;
3. Plaintiff contends that the Supplemental Disclosures were issued by Defendants in response to this Action and the efforts of Plaintiff's counsel to prosecute disclosure claims, and Plaintiff therefore asserts that his counsel is entitled to a fee and expense award;
4. Defendants dispute Plaintiff's contention and deny that Plaintiff's counsel are entitled to a fee and expense award; and
5. This Court retains continuing jurisdiction over the parties in the Action solely for purposes of further proceedings related to the adjudication of Plaintiff's anticipated application for an award of attorneys' fees and expenses.
IT IS SO ORDERED.
Because this case has been related to an earlier-filed case (C-16-7081 EMC) as well several other cases, the Court expects Plaintiff in the instant case to meet and confer with plaintiffs' counsel in the other cases as to the appropriate timing of any fee motion.
