Employer - Teamster Local Numbers 175 and 505 Pension Trust Fund v. John D Poe et al, No. 2:2006cv03510 - Document 119 (C.D. Cal. 2009)
Court Description: FINAL JUDGMENT AND ORDER OF DISMISSAL WITH PREJUDICE by Judge Christina A. Snyder: IT IS ORDERED, ADJUDGED AND DECREED that the Court finds that the terms of the Stipulation and Settlement are fair, reasonable and adequate as to each of the Settling Parties, and hereby finally approves the Stipulation and Settlement in all respects, and orders the Settling Parties to perform its terms to the extent the Settling Parties have not already done so. The Court hereby approves the Fee and Expense Award in accordance with the Stipulation and finds that such fee is fair and reasonable. See document for details. (MD JS-6, Case Terminated). (gk)
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Employer - Teamster Local Numbers 175 and 505 Pension Trust Fund v. John D Poe et al 1 COUGHLIN STOIA GELLER RUDMAN & ROBBINS LLP TRAVIS E. DOWNS III (148274) 2 JAMES I. JACONETTE (179565) 3 JEFFREY D. LIGHT (159515) BENNY C. GOODMAN III (211302) 4 MARY LYNNE CALKINS (212171) 655 West Broadway, Suite 1900 5 San Diego, CA 92101 Telephone: 619/231-1058 6 619/231-7423 (fax) travisd@csgrr.com 7 jamesj@csgrr.com jeffl@csgrr.com 8 bgoodman@csgrr.com mcalkins@csgrr.com – and – 9 SHAWN A. WILLIAMS (213113) 10 AELISH M. BAIG (201279) 100 Pine Street, Suite 2600 11 San Francisco, CA 94111 Telephone: 415/288-4545 12 415/288-4534 (fax) swilliams@csgrr.com 13 abaig@csgrr.com Doc. 119 JS-6 14 Lead Counsel for Plaintiffs 15 UNITED STATES DISTRICT COURT 16 CENTRAL DISTRICT OF CALIFORNIA 17 WESTERN DIVISION 18 In re SEMTECH CORPORATION DERIVATIVE LITIGATION 19 20 This Document Relates To: 21 22 SACV-06-990-CAS(FMOx) SACV-06-991-CAS(FMOx) ) ) ) ) ) ) ) ) Master File No. CV-06-03510-CAS(FMOx) FINAL JUDGMENT AND ORDER OF DISMISSAL WITH PREJUDICE DATE: January 12, 2009 TIME: 10:00 a.m. COURTROOM: The Honorable Christina A. Snyder 23 24 25 26 27 28 Dockets.Justia.com 1 This matter came before the Court for hearing pursuant to the Order of this 2 Court, dated October 6, 2008 (“Order”), on the application of the parties for approval 3 of the proposed settlement (“Settlement”) set forth in the Stipulation of Settlement, 4 dated September 3, 2008 (the “Stipulation”); 5 The Court has reviewed and considered all documents, evidence, objections (if 6 any) and arguments presented in support of or against the Settlement; the Court being 7 fully advised of the premises and good cause appearing therefore, the Court enters this 8 Final Judgment and Order of Dismissal With Prejudice. 9 10 IT IS ORDERED, ADJUDGED AND DECREED that: 1. This Judgment incorporates by reference the definitions in the 11 Stipulation, and all capitalized terms used herein shall have the same meanings as set 12 forth in the Stipulation. 13 2. This Court has jurisdiction over the subject matter of the Federal 14 Derivative Action, including all matters necessary to effectuate the Settlement, and 15 over all Settling Parties. 16 3. The Court finds that the Notice of Proposed Derivative Settlement and 17 the Summary Notice of Settlement (together, the “Notices”) provided to Semtech 18 stockholders constituted the best notice practicable under the circumstances. The 19 Notices fully satisfied the requirements of Federal Rule of Civil Procedure 23.1 and 20 the requirements of due process. 21 4. The Federal Derivative Action and all claims contained therein, as well 22 as all of the Released Claims, are dismissed with prejudice. The Settling Parties are to 23 bear their own costs, except as otherwise provided in the Stipulation. 24 5. The Court finds that the terms of the Stipulation and Settlement are fair, 25 reasonable and adequate as to each of the Settling Parties, and hereby finally approves 26 the Stipulation and Settlement in all respects, and orders the Settling Parties to 27 perform its terms to the extent the Settling Parties have not already done so. 28 1 6. Upon the Effective Date, as defined in the Stipulation, and subject to the 2 terms of the Separate Poe and Franz Release Agreement (Exhibit A to the Stipulation), 3 the Company, on behalf of itself and its shareholders and its successors and assigns, 4 shall be deemed to have each fully, finally and forever released, relinquished and 5 discharged, and shall forever be enjoined from prosecution of, each of the other 6 Released Persons for the Released Claims; provided, however, that nothing set forth 7 herein shall constitute a release by Semtech of any current or former director or officer 8 from the responsibility or requirement, if any, to repay any advance of defense costs 9 (including, but not limited to, attorney fees) or other payments made by Semtech to 10 defend against any Proceeding, other than the Derivative Actions. Semtech expressly 11 reserves the right to seek such repayment in Proceedings other than the Derivative 12 Actions if such repayment is required or permitted under Semtech’s articles of 13 incorporation, by-laws, Delaware law, or any indemnification agreement, insurance 14 policy, or similar agreement between Semtech, its insurers, and/or any such Individual 15 Defendant or Released Person or other current or former officer or director. Nothing 16 set forth herein shall constitute a release by Semtech of rights to contribution or 17 equitable indemnity in connection with the federal securities class actions currently 18 pending in the Court styled as In re Semtech Corporation Securities Litigation, Case 19 No. 2:07-cv-07114-CAS-(FMOx) and any related, subsequently filed Proceeding. At 20 the same time, nothing set forth herein constitutes a waiver by the Individual 21 Defendants or Released Person of any right to advancement or indemnity required or 22 permitted under Semtech’s articles of incorporation, by-laws, Delaware law, or any 23 indemnification agreement, insurance policy, or similar agreement between Semtech, 24 its insurers, and/or any such Individual Defendant or Released Person or other current 25 or former officer or director. Nothing herein shall in any way impair or restrict the 26 rights of any Settling Party to enforce the terms of the Stipulation. 27 7. Upon the Effective Date, as defined in the Stipulation, Plaintiffs, on 28 behalf of themselves, their heirs, executors, administrators, successors and assigns, 1 and Semtech’s stockholders or any persons they represent, shall be deemed to have 2 fully, finally and forever released, relinquished, and discharged, and shall forever be 3 enjoined from prosecution of each of the Released Persons for the Released Claims 4 (including Unknown Claims). 5 8. Upon the Effective Date, as defined in the Stipulation, each of the 6 Individual Defendants shall be deemed to have, and by operation of this Judgment 7 shall have, fully, finally, and forever released, relinquished and discharged each and 8 all of the Plaintiffs, Plaintiffs’ Counsel, Semtech, and all of the Semtech stockholders 9 (solely in their capacity as Semtech stockholders) from all claims (including Unknown 10 Claims), arising out of, relating to, or in connection with the institution, prosecution, 11 assertion, settlement or resolution of the Derivative Actions or the Released Claims. 12 Nothing herein shall in any way impair or restrict the rights of any Settling Party to 13 enforce the terms of the Stipulation. 14 9. Upon the Effective Date, as defined in the Stipulation, each of the 15 Individual Defendants will be forever barred and enjoined from commencing, 16 instituting or prosecuting any or all claims (including Unknown Claims) against each 17 and all of the Plaintiffs, Plaintiffs’ Counsel, Semtech, and all of the Semtech 18 stockholders (solely in their capacity as Semtech stockholders) arising out of, relating 19 to, or in connection with the institution, prosecution, assertion, settlement or 20 resolution of the Derivative Actions or the Released Claims. Nothing herein shall in 21 any way impair or restrict the rights of any Settling Party to enforce the terms of the 22 Stipulation. 23 10. The Court hereby approves the Fee and Expense Award in accordance 24 with the Stipulation and finds that such fee is fair and reasonable. 25 11. Neither the Stipulation (including any exhibits attached thereto) nor the 26 Settlement, nor any act performed or document executed pursuant to or in furtherance 27 of the Stipulation or the Settlement: (a) is or may be deemed to be or may be offered, 28 attempted to be offered or used in any way by the Settling Parties as a presumption, a 1 concession or an admission of, or evidence of, any fault, wrongdoing or liability of the 2 Settling Parties or Released Persons or of the validity of any Released Claims; or (b) 3 is intended by the Settling Parties to be offered or received as evidence or used by any 4 other person in any other action or proceeding, whether civil, criminal or 5 administrative. Released Persons may file the Stipulation and/or this Judgment in any 6 action that may be brought against them in order to support a defense or counterclaim 7 based on principles of res judicata, collateral estoppel, full faith and credit, release, 8 good faith settlement, judgment bar or reduction, or any other theory of claim 9 preclusion or issue preclusion or similar defense or counterclaim. 10 12. During the course of the litigation, the parties and their respective 11 counsel at all times complied with the requirements of Federal Rule of Civil 12 Procedure 11 and all other similar laws, including California Code of Civil Procedure 13 §128.7. 14 13. Without affecting the finality of this Judgment in any way, this Court 15 hereby retains jurisdiction with respect to implementation and enforcement of the 16 terms of the Stipulation. 17 14. In the event that the Settlement does not become effective in accordance 18 with the terms of the Stipulation, this Final Judgment and Order shall be vacated, and 19 all orders entered and releases delivered in connection with the Stipulation and this 20 Judgment shall be null and void, except as otherwise provided for in the Stipulation. 21 15. This Judgment is a final, appealable judgment and should be entered 22 forthwith by the Clerk in accordance with Rule 58, Federal Rules of Civil Procedure. 23 IT IS SO ORDERED. 24 25 DATED: January 12, 2009 26 27 28 THE HONORABLE CHRISTINA A. SNYDER UNITED STATES DISTRICT JUDGE
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