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  • Google Shareholders Sue Board Over Anti-Poaching Deals

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    Stephane Beladaci
    52 visualizzazioni4 pagine
    Law360, Los Angeles (March 23, 2015, 10:25 PM ET) -- Google Inc.’s board of directors was hit with a shareholder derivative lawsuit in California federal court on Monday alleging the board harmed the company by engaging in illegal anti-poaching agreements with other tech giants in violation of federal antitrust laws. West Palm Beach Fire Pension Fund sued 10 of the 11 Google board members, including CEO Larry Page, chairman Eric Schmidt and co-founder Sergey Brin, for breach of fiduciary duty and violation of the Securities and Exchange Act in connection with the revelation of its anti-poaching agreements with competitors including Apple Inc., Adobe Systems Inc. and Intel Corp. “Defendants caused or condoned Google’s conspiracy to repeatedly and persistently violate federal antitrust laws, with several of its Silicon Valley colleagues, by engaging in a multi-year scheme to illegally suppress competition and wages for high-tech employees in Silicon Valley, thereby effectively undermining innovation in technology,” the complaint says. The plaintiffs, on behalf of Google, seek to recover damages as a result of the alleged breaches of fiduciary duty, a return of all compensation given to board members during the time of the alleged violations and for the company to set up a corporate governance and compliance program to prevent future violations. Monday’s suit was filed just weeks after a California federal judge issued preliminary approval of a $415 million settlement in the long-running antitrust class action filed against Google and others for illegally agreeing not to poach each other’s engineers. On March 4, U.S. District Judge Lucy H. Koh approved the revised deal, which tacked $90 million onto the initial $325 million offer the judge rejected in August. A final approval hearing is scheduled for July 9, with an opt-out deadline of May 21. The settlement ends nearly four years of litigation over claims the companies conspired to suppress pay for software engineers. The allegations came to light following a U.S. Department of Justice investigation into the hiring practices of several Silicon Valley technology companies. The software engineers sued Google, Apple and other Silicon Valley companies in May 2011 for damages, claiming that the companies had agreed to provide each other notice whenever one made an offer to another's employee. They also agreed to cap pay packages for prospective hires to prevent bidding wars, and to abstain from recruiting one another's personnel, the plaintiffs contended. The agreements depressed the workers' pay 10 to 15 percent below what it would have been with natural market conditions, the plaintiffs claimed. Apple, eBay Inc. and Intel have been the targets of similar shareholder suits filed in California state court. Intel dodged a putative shareholder class action in September after the judge said plaintiffs needed to take their complaint to the board first. In November, a state judge tossed the derivative suit against eBay, ruling that the complaint failed to sufficiently allege presuit demand futility. Monday’s suit against Google was assigned to U.S. Magistrate Judge Howard R. Lloyd. Representatives for the parties did not immediately respond to requests for comment late Monday. The plaintiffs are represented by John Jasnoch, Thomas L. Laughlin IV, Judith Scolnick and David R. Scott of Scott & Scott LLP. Counsel information for the defendants was not immediately available. The case is West Palm Beach Fire Pension Fund v. Lawrence "Larry" Page et al., case number 5:15-cv-01334, in the U.S. District Court for the Northern District of California. --Additional reporting by Michael Lipkin, Daniel Siegal and Kurt Orzeck. Editing by Brian Baresch.

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    Law360, Los Angeles (March 23, 2015, 10:25 PM ET) -- Google Inc.’s board of directors was hit with a shareholder derivative lawsuit in California federal court on Monday alleging the board harmed the company by engaging in illegal anti-poaching agreements with other tech giants in violation of federal antitrust laws. West Palm Beach Fire Pension Fund sued 10 of the 11 Google board members, including CEO Larry Page, chairman Eric Schmidt and co-founder Sergey Brin, for breach of fiduciary duty and violation of the Securities and Exchange Act in connection with the revelation of its anti-poaching agreements with competitors including Apple Inc., Adobe Systems Inc. and Intel Corp. “Defendants caused or condoned Google’s conspiracy to repeatedly and persistently violate federal antitrust laws, with several of its Silicon Valley colleagues, by engaging in a multi-year scheme to illegally suppress competition and wages for high-tech employees in Silicon Valley, thereby effectively undermining innovation in technology,” the complaint says. The plaintiffs, on behalf of Google, seek to recover damages as a result of the alleged breaches of fiduciary duty, a return of all compensation given to board members during the time of the alleged violations and for the company to set up a corporate governance and compliance program to prevent future violations. Monday’s suit was filed just weeks after a California federal judge issued preliminary approval of a $415 million settlement in the long-running antitrust class action filed against Google and others for illegally agreeing not to poach each other’s engineers. On March 4, U.S. District Judge Lucy H. Koh approved the revised deal, which tacked $90 million onto the initial $325 million offer the judge rejected in August. A final approval hearing is scheduled for July 9, with an opt-out deadline of May 21. The settlement ends nearly four years of litigation over claims the companies conspired to suppress pay for software engineers. The allegations came to light following a U.S. Department of Justice investigation into the hiring practices of several Silicon Valley technology companies. The software engineers sued Google, Apple and other Silicon Valley companies in May 2011 for damages, claiming that the companies had agreed to provide each other notice whenever one made an offer to another's employee. They also agreed to cap pay packages for prospective hires to prevent bidding wars, and to abstain from recruiting one another's personnel, the plaintiffs contended. The agreements depressed the workers' pay 10 to 15 percent below what it would have been with natural market conditions, the plaintiffs claimed. Apple, eBay Inc. and Intel have been the targets of similar shareholder suits filed in California state court. Intel dodged a putative shareholder class action in September after the judge said plaintiffs needed to take their complaint to the board first. In November, a state judge tossed the derivative suit against eBay, ruling that the complaint failed to sufficiently allege presuit demand futility. Monday’s suit against Google was assigned to U.S. Magistrate Judge Howard R. Lloyd. Representatives for the parties did not immediately respond to requests for comment late Monday. The plaintiffs are represented by John Jasnoch, Thomas L. Laughlin IV, Judith Scolnick and David R. Scott of Scott & Scott LLP. Counsel information for the defendants was not immediately available. The case is West Palm Beach Fire Pension Fund v. Lawrence "Larry" Page et al., case number 5:15-cv-01334, in the U.S. District Court for the Northern District of California. --Additional reporting by Michael Lipkin, Daniel Siegal and Kurt Orzeck. Editing by Brian Baresch.

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    Google Shareholders Sue Board Over Anti-Poaching Deals

    Caricato da

    Stephane Beladaci
    Law360, Los Angeles (March 23, 2015, 10:25 PM ET) -- Google Inc.’s board of directors was hit with a shareholder derivative lawsuit in California federal court on Monday alleging the board harmed the company by engaging in illegal anti-poaching agreements with other tech giants in violation of federal antitrust laws. West Palm Beach Fire Pension Fund sued 10 of the 11 Google board members, including CEO Larry Page, chairman Eric Schmidt and co-founder Sergey Brin, for breach of fiduciary duty and violation of the Securities and Exchange Act in connection with the revelation of its anti-poaching agreements with competitors including Apple Inc., Adobe Systems Inc. and Intel Corp. “Defendants caused or condoned Google’s conspiracy to repeatedly and persistently violate federal antitrust laws, with several of its Silicon Valley colleagues, by engaging in a multi-year scheme to illegally suppress competition and wages for high-tech employees in Silicon Valley, thereby effectively undermining innovation in technology,” the complaint says. The plaintiffs, on behalf of Google, seek to recover damages as a result of the alleged breaches of fiduciary duty, a return of all compensation given to board members during the time of the alleged violations and for the company to set up a corporate governance and compliance program to prevent future violations. Monday’s suit was filed just weeks after a California federal judge issued preliminary approval of a $415 million settlement in the long-running antitrust class action filed against Google and others for illegally agreeing not to poach each other’s engineers. On March 4, U.S. District Judge Lucy H. Koh approved the revised deal, which tacked $90 million onto the initial $325 million offer the judge rejected in August. A final approval hearing is scheduled for July 9, with an opt-out deadline of May 21. The settlement ends nearly four years of litigation over claims the companies conspired to suppress pay for software engineers. The allegations came to light following a U.S. Department of Justice investigation into the hiring practices of several Silicon Valley technology companies. The software engineers sued Google, Apple and other Silicon Valley companies in May 2011 for damages, claiming that the companies had agreed to provide each other notice whenever one made an offer to another's employee. They also agreed to cap pay packages for prospective hires to prevent bidding wars, and to abstain from recruiting one another's personnel, the plaintiffs contended. The agreements depressed the workers' pay 10 to 15 percent below what it would have been with natural market conditions, the plaintiffs claimed. Apple, eBay Inc. and Intel have been the targets of similar shareholder suits filed in California state court. Intel dodged a putative shareholder class action in September after the judge said plaintiffs needed to take their complaint to the board first. In November, a state judge tossed the derivative suit against eBay, ruling that the complaint failed to sufficiently allege presuit demand futility. Monday’s suit against Google was assigned to U.S. Magistrate Judge Howard R. Lloyd. Representatives for the parties did not immediately respond to requests for comment late Monday. The plaintiffs are represented by John Jasnoch, Thomas L. Laughlin IV, Judith Scolnick and David R. Scott of Scott & Scott LLP. Counsel information for the defendants was not immediately available. The case is West Palm Beach Fire Pension Fund v. Lawrence "Larry" Page et al., case number 5:15-cv-01334, in the U.S. District Court for the Northern District of California. --Additional reporting by Michael Lipkin, Daniel Siegal and Kurt Orzeck. Editing by Brian Baresch.

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    Case5:15-cv-01334-HRL Document2 Filed03/23/15 Page1 of 4

    AO 440 (Rev. 06/12) Summons in a Civil Action

    UNITED STATES DISTRICT COURT


    for the

    NorthernDistrict
    Districtof
    of__________
    California
    __________
    WEST PALM BEACH FIRE PENSION FUND

    Plaintiff(s)

    v.
    LAWRENCE LARRY PAGE, SERGEY M. BRIN, ERIC E. SCHMIDT, L. JOHN
    DOERR, DIANE B. GREENE, JOHN L. HENNESSY, ANN MATHER, PAUL S.
    OTELLINI, K. RAM SHRIRAM, SHIRLEY M. TILGHMAN, MICHAEL J. MORITZ,
    ARTHUR D. LEVINSON, ROBERT ALAN EUSTACE, OMID R. KORDESTANI,
    JONATHAN J. ROSENBERG, SHONA L. BROWN, ARNNON GESHURI, and
    GOOGLE, INC.

    Defendant(s)

    )
    )
    )
    )
    )
    )
    )
    )
    )
    )
    )
    )

    Civil Action No.

    SUMMONS IN A CIVIL ACTION


    To: (Defendants name and address) See attached Schedule A

    A lawsuit has been filed against you.


    Within 21 days after service of this summons on you (not counting the day you received it) or 60 days if you
    are the United States or a United States agency, or an officer or employee of the United States described in Fed. R. Civ.
    P. 12 (a)(2) or (3) you must serve on the plaintiff an answer to the attached complaint or a motion under Rule 12 of
    the Federal Rules of Civil Procedure. The answer or motion must be served on the plaintiff or plaintiffs attorney,
    whose name and address are: JOHN JASNOCH, SCOTT+SCOTT, ATTORNEYS AT LAW, LLP
    707 Broadway, Suite 1000 | San Diego, California 92101
    Telephone: (619) 233-4565 | Facsimile: (619) 233-0508
    Email: jjasnoch@scott-scott.com

    If you fail to respond, judgment by default will be entered against you for the relief demanded in the complaint.
    You also must file your answer or motion with the court.

    CLERK OF COURT
    Date:
    Signature of Clerk or Deputy Clerk

    Case5:15-cv-01334-HRL Document2 Filed03/23/15 Page2 of 4


    AO 440 (Rev. 06/12) Summons in a Civil Action (Page 2)

    Civil Action No.


    PROOF OF SERVICE
    (This section should not be filed with the court unless required by Fed. R. Civ. P. 4 (l))
    This summons for (name of individual and title, if any)
    was received by me on (date)

    u I personally served the summons on the individual at (place)


    on (date)

    ; or

    u I left the summons at the individuals residence or usual place of abode with (name)
    , a person of suitable age and discretion who resides there,
    on (date)

    , and mailed a copy to the individuals last known address; or


    , who is

    u I served the summons on (name of individual)


    designated by law to accept service of process on behalf of (name of organization)
    on (date)

    ; or

    u I returned the summons unexecuted because

    ; or

    u Other (specify):
    .
    My fees are $

    for travel and $

    for services, for a total of $

    I declare under penalty of perjury that this information is true.

    Date:
    Servers signature

    Printed name and title

    Servers address

    Additional information regarding attempted service, etc:

    0.00

    Case5:15-cv-01334-HRL Document2 Filed03/23/15 Page3 of 4

    SCHEDULE A TO SUMMONS
    LAWRENCE LARRY PAGE
    c/o Google, Inc.
    1600 Amphitheatre Parkway
    Mountain View, CA 94043

    PAUL S. OTELLINI
    c/o Google, Inc.
    1600 Amphitheatre Parkway
    Mountain View, CA 94043

    SERGEY M. BRIN
    c/o Google, Inc.
    1600 Amphitheatre Parkway
    Mountain View, CA 94043

    K. RAM SHRIRAM
    c/o Google, Inc.
    1600 Amphitheatre Parkway
    Mountain View, CA 94043

    ERIC E. SCHMIDT
    c/o Google, Inc.
    1600 Amphitheatre Parkway
    Mountain View, CA 94043

    SHIRLEY M. TILGHMAN
    c/o Google, Inc.
    1600 Amphitheatre Parkway
    Mountain View, CA 94043

    L. JOHN DOERR
    c/o Google, Inc.
    1600 Amphitheatre Parkway
    Mountain View, CA 94043

    MICHAEL J. MORITZ
    c/o Google, Inc.
    1600 Amphitheatre Parkway
    Mountain View, CA 94043

    DIANE B. GREENE
    c/o Google, Inc.
    1600 Amphitheatre Parkway
    Mountain View, CA 94043

    ARTHUR D. LEVINSON
    c/o Google, Inc.
    1600 Amphitheatre Parkway
    Mountain View, CA 94043

    JOHN L. HENNESSY
    c/o Google, Inc.
    1600 Amphitheatre Parkway
    Mountain View, CA 94043

    ROBERT ALAN EUSTACE


    c/o Google, Inc.
    1600 Amphitheatre Parkway
    Mountain View, CA 94043

    DIANE B. GREENE
    c/o Google, Inc.
    1600 Amphitheatre Parkway
    Mountain View, CA 94043

    OMID R. KORDESTANI
    c/o Google, Inc.
    1600 Amphitheatre Parkway
    Mountain View, CA 94043

    JOHN L. HENNESSY
    c/o Google, Inc.
    1600 Amphitheatre Parkway
    Mountain View, CA 94043

    JONATHAN J. ROSENBERG
    c/o Google, Inc.
    1600 Amphitheatre Parkway
    Mountain View, CA 94043

    ANN MATHER
    c/o Google, Inc.
    1600 Amphitheatre Parkway
    Mountain View, CA 94043

    SHONA L. BROWN
    c/o Google, Inc.
    1600 Amphitheatre Parkway
    Mountain View, CA 94043

    Case5:15-cv-01334-HRL Document2 Filed03/23/15 Page4 of 4

    ARNNON GESHURI
    c/o Google, Inc.
    1600 Amphitheatre Parkway
    Mountain View, CA 94043
    GOOGLE, INC.
    1600 Amphitheatre Parkway
    Mountain View, CA 94043

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