Transaction ID 60572906 (%^W Case No
EFiled:EFiled: MayMay 08 2017 04:11PM04:11 EDT ^ Transaction ID 60572906 (%^W Case No. 20172017-0337-JTL-0337-JTL ^ " A* mmp N/>f nOSY IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE SOUTHEASTERN PENNSYLVANIA TRANSPORTATION AUTHORITY, derivatively on behalf of Oracle Corporation, C.A. No. Plaintiff, v. LAWRENCE J. ELLISON, SAFRA A. CATZ, GEORGE H. CONRADES, RENEE J. JAMES, Public Version and LEON PANETTA, Filed May 8, 2017 Defendants. -and- ORACLE CORPORATION, Nominal Defendant. VERIFIED SHAREHOLDER DERIVATIVE COMPLAINT Plaintiff, Southeastern Pennsylvania Transportation Authority ("SEPTA")) by and through its undersigned counsel, asserts this action on behalf of Oracle Corporation ("Oracle" or the "Company") against defendants Lawrence J. Ellison ("Ellison"), Safra A. Catz ("Catz"), George H. Conrades ("Conrades"), Renee J. James ("James"), and Leon Panetta ("Panetta") (collectively, the "Individual Defendants"). Plaintiff makes the following allegations upon knowledge as to itself and upon information and belief (including the investigation of counsel, review of publicly available information and review of books and records of Oracle obtained in response to a demand by Plaintiff pursuant to 8 Del. C. § 220) as to all other matters, and allege as follows. SUMMARY OF THE ACTION 1 . This is a stockholder derivative action arising out of an unlawful plan and scheme whereby Oracle agreed to purchase NetSuite Inc. ("NetSuite") - a company that was 47%-owned (directly and indirectly) and controlled by Ellison, who is also the founder, Chairman, Chief Technology Officer and controlling stockholder of Oracle - for the benefit of Ellison and his family and to the detriment of the Company (the "Transaction"). As explained below, Ellison had misjudged the proliferation of cloud technology, and when it became clear that cloud technology was necessary for the future financial success of Oracle, Oracle was in a race to catch up with its competitors.
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