Brocade communications
Reyes was Brocade's Chief Executive Officer ("CEO") from July 1998 until January 2005, and served on the Board of Directors from July 1998 through April 2005. The Company is a supplier of storage area network equipment and provides data center networking solutions. Plaintiff Brocade was originally incorporated in California in 1995, and later reincorporated in Delaware in 1999. In the Second Amended Complaint, Brocade alleges the following:
BROCADE COMMUNICATIONS FULL
The instant opinion provides the full rationale upon which that order was based. As promised, on December 12, 2008, the Court issued a memorandum order, granting in part and denying in part Defendants' Motions to Dismiss. At that hearing the Court assured the parties that it would issue an order the following week. The Court conducted a hearing on December 5, 2008. Presently before the Court are motions to dismiss filed by all Defendants. The SAC named as defendants individuals who were not previously part of the derivative action and asserted additional claims under federal securities law. On August 1, 2008, Brocade filed a Second Amended Complaint ("SAC"). After prolonged negotiations, the Company formed a Special Litigation Committee ("SLC"), which decided to take over litigation and pursue this matter on Brocade's behalf. The Court dismissed the original complaint with leave to amend because no demand was made on the Company. See Verified Derivative Complaint ΒΆ 1 ("VDC") Docket Entry ("Dkt.") 1. The original shareholder plaintiffs asserted violations of state law, including breaches of fiduciary duties and unjust enrichment. Defendants were allegedly involved in a scheme to manipulate stock option grant dates so as to maximize profits to themselves at the expense of the Company. ("Brocade" or the "Company") against certain of its former officers and directors. This matter began as a shareholders' derivative action brought on behalf of Brocade Communications Systems, Inc. Beck, Orrick, Herrington, & Sutcliffe LLP, Los Angeles, CA, for Jack Cuthbert, Robert D. Brown, Orrick Herrington & Sutcliffe LLP, Ruth Young *1030 Kwon, Attorney at Law, San Francisco, CA, Anthony Angelo De Corso, Eric A. Ross, Justyna Maria Walukiewicz, Stephen Michael Knaster, Walter F. Robert Charles Friese, Jahan Pierre Raissi, Jason Pang Fe Lee, Shartsis Friese & Ginsburg LLP, San Francisco, CA, for Paul R. Young, Jessica Koren Nall, Farella Braun & Martel LLP, San Francisco, CA, for Mark Leslie. Doolittle, Quinn Emanuel Urquhart Oliver & Hedges LLP, San Francisco, CA, for Michael J. John Mark Potter, Josh Alan Cohen, Patrick C. Celio, Steven Paul Ragland, Keker & Van Nest, LLP, San Francisco, CA, for Stephanie Jensen. William Krause, Sanjay Vaswani, Robert R. Hibbard, Shearman & Sterling LLP, San Francisco, CA, for Christopher B. Rafeedie, K&L Gates LLP, San Francisco, CA, for Neal Dempsey. Bornstein, Leah Gabriana Shough, Ramiz I. Mugmon, Wilmerhale LLP, Palo Alto, CA, for Seth D. Rudman, Wilmer Cutler Pickering Hale & Dorr, Boston, MA, Jonathan Acker Shapiro, Wilmer Cutler Pickering Hale and Dorr LLP, Michael A. Holohan, Heller Ehrman LLP, Menlo Park, CA, for Antonio Canova. Blears, Robin Eve Wechkin, Hogan & Hartson LLP, Palo Alto, CA, Colin Eugene Kelley, Heller Ehrman LLP, San Francisco, CA, Matthew C. Waltzer, Skadden Arps Slate Meagher & Flom, LLP, Palo Alto, CA, for Gregory L. Jack Patrick Dicanio, Richard Marmaro, Skadden Arps Slate Meagher & Flom LLP, Navid Yadegar, Proskauer Rose LLP, Los Angeles, CA, Garrett J. Ferrara, Dewey & Leboeuf LLP, Washington, DC, Peter Edward Root, Dewey & Leboeuf LLP, East Palo Alto, CA, for Brocade Communications Systems, Inc. Caulfield, Dewey & Leboeuf LLP, East Palo Alto, CA, Ann M. 2d 1018 (2009) In re BROCADE COMMUNICATIONS SYSTEMS, INC.