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07-02 Complaint Case 3:20-cv-04439 Document 1 Filed 07/02/20 Page 1 of 106 1 BOTTINI & BOTTINI, INC. Francis A. Bottini, Jr. (SBN 175783) 2 [email protected] 7817 Ivanhoe Avenue, Suite 102 3 La Jolla, California 92037 Telephone: (858) 914‐2001 4 Facsimile: (858) 914‐2002 RENNE PUBLIC LAW GROUP 5 Louise H. Renne (SBN 36508) [email protected] 6 Ruth M. Bond (SBN 214582) [email protected] 7 Ryan McGinley‐Stempel (SBN 296182) [email protected] 8 350 Sansome Street, Suite 300 San Francisco, California 94101 9 Telephone: (415) 848‐7200 Facsimile: (415) 848‐7230 10 Attorneys for Plaintiff R. Andre Klein 11 UNITED STATES DISTRICT COURT 12 NORTHERN DISTRICT OF CALIFORNIA SAN FRANCISCO DIVISION 13 R. ANDRE KLEIN, derivatively on behalf of Case No. _______________ 14 ORACLE CORPORATION and ORACLE AMERICA, INC., VERIFIED SHAREHOLDER 15 Plaintiff, DERIVATIVE COMPLAINT FOR: 1. BREACH OF FIDUCIARY DUTY; 16 vs. 2. AIDING AND ABETTING 17 LAWRENCE J. ELLISON, SAFRA A. CATZ, BREACH OF FIDUCIARY DUTY; 18 JEFFREY O. HENLEY, JEFFREY S. BERG, 3. ABUSE OF CONTROL; MICHAEL J. BOSKIN, BRUCE R. CHIZEN, 4. UNJUST ENRICHMENT; AND 19 GEORGE H. CONRADES, RONA A. 5. VIOLATION OF SECTION 14(A) 20 FAIRHEAD, RENÉE J. JAMES, CHARLES OF THE SECURITIES (WICK) MOORMAN IV, LEON E. EXCHANGE ACT OF 1934. 21 PANETTA, WILLIAM G. PARRETT, 22 NAOMI O. SELIGMAN, VISHAL SIKKA, DEMAND FOR JURY TRIAL and DOES 1–30, 23 Defendants, 24 – and – 25 ORACLE CORPORATION and ORACLE 26 AMERICA, INC., 27 Nominal Defendants. 28 SHAREHOLDER DERIVATIVE COMPLAINT Case 3:20-cv-04439 Document 1 Filed 07/02/20 Page 2 of 106 Table of Contents 1 2 I. INTRODUCTION .............................................................................................................2 3 II. NATURE AND SUMMARY OF THE ACTION ...........................................................5 4 III. JURISDICTION AND VENUE ......................................................................................12 5 IV. INTRADISTRICT ASSIGNMENT ................................................................................13 6 V. THE PARTIES ..................................................................................................................13 7 8 A. Plaintiff .................................................................................................................13 9 B. Nominal Defendants ..........................................................................................13 10 C. Executive Officer Defendants ............................................................................13 11 D. Director Defendants ............................................................................................14 12 E. Doe Defendants ...................................................................................................17 13 F. Unnamed Participants ........................................................................................17 14 15 VI. RESPONSIBILITIES AND DUTIES OF THE INDIVIDUAL DEFENDANTS ........18 16 A. Responsibilities of the Individual Defendants................................................18 17 B. Fiduciary Duties of the Individual Defendants ..............................................20 18 C. Breaches of Fiduciary Duties by the Individual Defendants ........................20 19 D. Conspiracy, Aiding and Abetting, and Concerted Action ............................21 20 E. The Directors’ Roles and Committees at Oracle .............................................22 21 22 VII. SUBSTANTIVE ALLEGATIONS ..................................................................................23 23 A. Oracle’s CEO and Key Executive Team ...........................................................24 24 B. At All Relevant Times, the Individual Defendants Have Had Actual 25 Knowledge that Oracle Has Repeatedly Violated Anti‐ Discrimination Laws, and That Oracle Has Failed to Comply with 26 Its Own Policies of Promoting Diversity and Prohibiting 27 Discrimination, Yet the Individual Defendants Have Continued to 28 i SHAREHOLDER DERIVATIVE COMPLAINT Case 3:20-cv-04439 Document 1 Filed 07/02/20 Page 3 of 106 Refuse to Nominate Black Individuals and Minorities to the Board, 1 Resulting in Congressional Inquiries ...............................................................29 2 C. False and Misleading Statements Made by the Director Defendants 3 in Oracle’s Proxy Statements .............................................................................34 4 D. Oracle’s Nominating and Corporate Governance Committee 5 Members Have Repeatedly Breached Their Fiduciary Duties to 6 Ensure Diversity on the Board ..........................................................................53 7 E. The Director Defendants Breached Their Duties of Loyalty and Good Faith by Failing to Ensure the Company’s Compliance with 8 Federal and State Laws Regarding Diversity and Anti‐ 9 Discrimination .....................................................................................................55 10 F. The Board Has Breached Its Duties by Failing to Ensure an 11 Independent Chairman ......................................................................................58 12 G. The Director Defendants Have Breached Their Duties by Continually Rehiring Ernst & Young as the Company’s Auditor, 13 Despite Its Failure to Do Its Job ........................................................................59 14 H. The Individual Defendants Breached Their Duties of Loyalty and Good 15 Faith by Causing Oracle to Intentionally Breach Its Obligations Under a 16 Settlement Agreement Related to the Departure of Mark Hurd from Hewlett Packard, Resulting in a Massive $3.0 Billion Judgment Against 17 the Company…………………………………………………………………….62 18 I. The Unjust Compensation Awarded to the Individual Defendants ...........62 19 VIII. THE COMPANY HAS SUFFERED SIGNIFICANT DAMAGES .............................73 20 21 IX. DEMAND FUTILITY ......................................................................................................75 22 A. Demand Is Futile Against the Officer Defendants .........................................76 23 B. Demand Is Futile Against a Majority of the Board Who Are Not 24 Officer Defendants Due to a Lack of Independence, Because Ellison Controls Oracle and Its Board ...........................................................................76 25 26 C. A Majority of Directors Have Material Ties to Ellison Rendering Them Incapable of Assessing Demand Against the Officer 27 Defendants ...........................................................................................................80 28 ii SHAREHOLDER DERIVATIVE COMPLAINT Case 3:20-cv-04439 Document 1 Filed 07/02/20 Page 4 of 106 1. Defendant Catz ........................................................................................81 1 2 2. Director Henley .......................................................................................83 3 3. Director James .........................................................................................83 4 4. Director Seligman ...................................................................................84 5 5. Director Conrades ...................................................................................86 6 6. Director Berg ............................................................................................87 7 8 7. Director Boskin ........................................................................................88 9 8. Director Chizen .......................................................................................90 10 9. Director Garcia‐Molina ..........................................................................91 11 10. Director Panetta .......................................................................................91 12 X. CAUSES OF ACTION ....................................................................................................93 13 XI. PRAYER FOR RELIEF ....................................................................................................98 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 iii SHAREHOLDER DERIVATIVE COMPLAINT Case 3:20-cv-04439 Document 1 Filed 07/02/20 Page 5 of 106 1 Plaintiff R. Andre Klein (“Plaintiff”) submits this Verified Shareholder Derivative 2 Complaint against certain directors and officers of nominal defendants Oracle 3 Corporation and Oracle America, Inc. (together, “Oracle” or the “Company”) for, inter 4 alia, violations of the Securities Exchange Act of 1934 (“Exchange Act”), breaches of 5 fiduciary duties, and unjust enrichment. In support of these claims, Plaintiff alleges the 6 following upon (1) personal knowledge with respect to the matters pertaining to himself; 7 and (2) information and belief with respect to all other matters, based upon the 8 investigations undertaken by his counsel, which include a review of Oracle’s legal and 9 regulatory filings, press releases, analyst reports, and media reports about the Company. 10 Plaintiff believes that substantial additional evidentiary support will exist for the 11 allegations set forth below after a reasonable opportunity for discovery. 12 I. INTRODUCTION 13 “Diversity and inclusion in our workforce starts at the top.” 14 See Oracle’s 2019 Proxy Statement at 61. 15 1. Despite this platitude in its proxy statement, Oracle has failed to create any 16 meaningful diversity at the very top of the Company — the Board of Directors (the 17 “Board”). The Oracle Board has lacked diversity at all relevant times, and
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