Redwood Shores, Calif.—May 23, 2018
Today, four plaintiffs’ law firms agreed to pay Oracle Corporation $270,000 to avoid Oracle’s motion for sanctions over their misconduct in a lawsuit related to Oracle’s acquisition of Micros Systems, Inc. in Case No. 13-C-14-099672, in the Circuit Court for Howard County, Maryland.
In 2014, Brower Piven, Robbins Arroyo LLC, Weisslaw LLC, and Pomerantz, LLP, along with other firms, sued Micros and its directors, claiming that Micros’s shareholders were not adequately informed about the transaction and that Oracle’s offer price was too low. The firms also sued Oracle for aiding and abetting the Micros board, despite the fact that Oracle simply engaged in arm’s-length negotiations to obtain the best price possible. The trial court dismissed all claims with prejudice against all defendants, including Oracle, and then courts at every level of the state system rejected five subsequent motions for reconsideration and appeals brought by these firms, affirming the trial judge’s finding that “with respect to Oracle, the Plaintiffs have failed to allege any acts, alleged acts, by agents or employees or Oracle that were impermissible under the law. The mere fact that Oracle pursued the merger is insufficient.” The outrageous litigation conduct drew the sanctions motion by Oracle, which the four firms identified above agreed to settle rather than defend.
“This substantial monetary settlement reflects the strength of our sanctions motion for what Oracle believes was clearly a “strike” suit brought against Oracle. For more than a decade, plaintiffs’ lawyers have brought these suits, challenging legitimate public mergers, in order to line their own pockets at the expense of shareholders. We are grateful that the Maryland courts recognized that the claims had no merit, and we urge other public companies to challenge these baseless suits. Shareholders’ attorneys cannot simply claim and collect what is effectively an unwarranted tax on mergers,” said Dorian Daley, Oracle’s General Counsel.
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