In re: Marvell Technology Group Ltd. Derivative Litigation, No. 5:2006cv03894 - Document 108 (N.D. Cal. 2009)
Court Description: FINAL JUDGMENT AND ORDER OF DISMISSAL WITH PREJUDICE. Signed by Judge Ronald M. Whyte on 8/11/09. (jg, COURT STAFF) (Filed on 8/11/2009)
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In re: Marvell Technology Group Ltd. Derivative Litigation Doc. 108 1 2 3 4 5 *E-FILED - 8/11/09* 6 7 8 UNITED STATES DISTRICT COURT 9 NORTHERN DISTRICT OF CALIFORNIA 10 SAN JOSE DIVISION 11 In re MAVELL TECHNOLOGY GROUP ) Master File No. C-06-03894-RMW(RS) LTD. DERIVATIVE LITIGATION ) XXXXXX 12 ) (PROPOSED) FINAL JUDGMENT AND ) ORDER OF DISMISSAL WITH PREJUDICE 13 This Document Relates To: ) ) DATE: July 17, 2009 14 ALL ACTIONS. ) TIME: 9:00 a.m. ) COURTROOM: The Honorable 15 Ronald M. Whyte 16 17 18 19 20 21 22 23 24 25 26 27 28 Dockets.Justia.com 1 This matter came before the Cour for hearing pursuant to the Order ofthis Cour, dated May 2 21, 2009 ("Order"), on the application of the paries for approval of the proposed settlement 3 ("Settlement") set forth in the Stipulation of Settlement dated March 12,2009 (the "Stipulation"). 4 Due and adequate notice having been given to curent Marell Technology Group Ltd. ("Marvell") 5 shareholders as required in said Order, and the Cour having considered all papers fied and 6 proceedings had herein and otherwse being fully informed of the premises and good cause 7 appearng therefore, IT is HEREBY ORDERED, ADJUDGED AND DECREED that: 8 1. This Judgment incorporates by reference the definitions in the Stipulation, and all 9 capitalized terms used herein shall have the same meanings as set forth in the Stipulation. 10 2. the Action, including all matters This Cour has jurisdiction over the subject matter of 11 necessary to effectuate the Settlement, and over all Settling Paries to the Action. 12 3. The Cour finds that the Notice of Proposed Settlement of Derivative Action (Long- 13 Form) and Notice of Proposed Settlement of Derivative Action (Short-Form) (the "Notice") 14 provided to Marell shareholders was the best notice practicable under the circumstances. The 15 Notice fully satisfied the requirements ofF ederal Rule of Civil Procedure 23.1 and the requirements 16 of due process. 17 4. The Action and all claims contained therein, as well as all of the Released Clais, are the Stipulation, Plaintiffs 18 dismissed with prejudice. Except as specifically provided for in i¡5.1 of 19 shall bear their own costs. Plaintiffs shall not be responsible for any of Defendants' costs. 20 5. The Cour finds that the terms of the Stipulation and Settlement are fair, reasonable 21 and adequate as to each of the Settling Parties, and hereby finally approves the Stipulation and 22 Settlement in all respects, and orders the Settling Parties to perform its terms to the extent the 23 Settling Paries have not already done so. 24 6. Upon the Effective Date, as defined in the Stipulation, Marell, Curent Marell 25 Shareholders and the Plaintiffs (acting on their own behalf and, derivatively on behalf of 26 shall be deemed to have, and by operation of Marell) the Judgment shall have, fully, finally, and forever 27 released, relinquished and discharged the Released Claims against the Released Persons and any and 28 all causes of action that have been or could have been asserted in the Action by Plaintiffs or any ----------(PROPOSED) FINAL JUGMENT AND ORDER OF DISMISSAL WITH PREJUICE C-06-03894-RMW(RS) - 1 - Marvell or Marell, arising out of or relating 1 Curent Marell Shareholder derivatively on behalf of 2 to the facts, transactions, events, matters, occurences, acts, disclosures, statements, omissions or 3 failures to act that were alleged or could have been alleged in the Action based upon Marell's 4 historical stock option granting practices, through and including the date of execution of the 5 Stipulation. Notwthstading the foregoing, Released Clais does not include any clais asserted in 6 a pending consolidated shareholder class action lawsuit captioned In re Marvell Technology Group Sections 1 O(b) and 20( a) of 7 Ltd. Securities Litigation, Case No. C-06-06286-RMW, for violations of 8 the Securities Exchange Act of 1934, and Rule 10b-5 promulgated thereunder (the "Class Action") 9 or any claims to enforce the.Stipulation. Upon the Effective Date, as defined in the Stipulation, each of the Released Persons 7. 10 11 shall be deemed to have, and by operation of 12 released, relinquished and discharged each and all of the Judgment shall have, fully, finally, and forever the Plaintiffs, Plaintiffs' Counsel, and Curent 13 Marell Shareholders (solely in their capacity as Marell shareholders) from all claims (including 14 Unkown Claims) arising out of, relating to, or in connection with, the institution, prosecution, 15 assertion, settlement or resolution ofthe Action or the Released Claims. Nothing herein shall in any 16 way impair or restrict the rights of any Settling Par to enforce the terms ofthe Stipulation. Furher, 17 except as provided for in i¡2.4 of 18 rights of the Stipulation, nothing herein shall limit or restrict in any way the any Individual Defendant under Marell's bye-laws or Bermuda law, or other applicable 19 law, equity or contract, including without limitation any and all rights of indemnfication and 20 advancement of fees and costs. 21 8. The Cour hereby approves the Fee Award in accordance with the Stipulation. 22 9. Neither the Stipulation nor the Settlement, nor any act performed or document 23 executed pursuant to or in fuherance of the Stipulation or the Settlement: (a) is or may be deemed 24 to be or may be offered, attempted to be offered or used in any way by the Settling Paries or any 25 other Person as a presumption, a concession or an admission of, or evidence of, any fault, 26 wrongdoing or liability of the Settling Defendants; or of the validity of any Released Claims; or (b) 27 is or may be deemed to be or may be offered, attempted to be offered or used in any way by the 28 Settling Paries or any other Person or otherwse received as evidence in any other actions or ----------(PROPOSED) FINAL mDGMENT AND ORDER OF DISMISSAL WITH PREmDICE C-06-03894-RMW(RS) - 2- 1 proceedings, whether civil, criminal or administrative. The Released Persons may file the 2 Stipulation and! or this Judgment in any action that may be brought agaist them in order to support a 3 defense or counterclaim based on principles of res judicata, collateral estoppel, full faith and credit, 4 release, good faith settlement, judgment bar or reduction, or any other theory of claim preclusion or 5 issue preclusion or similar defense or counterclaim. 6 10. During the course of the litigation, the Settling Paries and their respective counsel at 7 all times complied with the requirements of Federal Rule of Civil Procedure 11 and all other similar 8 laws. 9 11. Without affecting the finality of this Judgment in any way, this Cour hereby retains jurisdiction over the Action and the Settling Paries to enter any fuher orders as may be 10 continuing 11 necessary to effectuate the Stipulation, the Settlement provided for therein and the provisions of this 12 Judgment. 13 12. This Judgment is a final, appealable judgment and should be entered forthwith by the 14 Clerk in accordance with Rule 58, Federal Rules of Civil Procedure. 15 IT is SO ORDERED. 8/11/09 THE HONORABLE RONALD M. WHYTE UNITED STATES DISTRICT JUDGE ======= (PROPOSED) FINAL JUGMENT AND ORDER OF DISMISSAL WITH PREmDICE C-06-03894-RMW(RS) -3- 1 2 3 COUGHLIN STOIA GELLER RUDMAN & ROBBINS LLP SHAWN A. WILLIAMS 100 Pine Street, Suite 2600 San Francisco, CA 94111 4 Telephone: 415/288-4545 415/288-4534 (fax) 5 SCOTT + SCOTT LLP 6 ARTHU L. SHIGLER III 7 600 B Street, Suite 1500 San Diego, CA 92101 Telephone: 619/233-4565 8 619/233-0508 (fax) 9 Co-Lead Counsel for Plaintiffs 10 S:\Settlement\areIl Deriv.setVGT00060382.DOC 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 ======= (pROPOSED) FINAL JUGMENT AND ORDER OF DISMISSAL WITH PREJUICE C-06-03894-RMW(RS) - 4-
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