Retek Inc.

Shareholders of Retek Inc. attempted to enjoin a merger between Retek and Oracle Corporation using a class action complaint that sought to prevent the cash tender offer by which the merger was to be accomplished. The plaintiffs alleged a variety of fiduciary duty claims, stating Retek and its directors manipulated financial results, failed to disclose material information regarding the fairness opinions upon which the board had relied in approving the merger, and approved the merger to further their own interests. The complaint was dismissed with prejudice and the plaintiffs received nothing. Retek’s merger with Oracle was accomplished successfully.

Siebel Systems

In parallel federal and state securities actions against Siebel Systems, Orrick obtained the successful dismissals of both a federal securities class action alleging securities fraud and a state shareholder derivative action alleging breach of fiduciary duties against its directors and officers. In the federal class action, the shareholders asserted claims under Sections 10(b), 20(a) and 20A of the Securities Exchange Act of 1934, alleging that Siebel made misrepresentations regarding its customer satisfaction levels and a product release. The state derivative action involved claims for breach of fiduciary duties based on the same allegations.

Sina Corporation (China)

Based on Orrick’s motions, the United States District Court for the Southern District of New York dismissed a consolidated securities class action complaint filed against SINA Corporation, a NASDAQ-listed, China-based Internet company, without leave to amend, effectively ending a set of shareholder lawsuits that had been filed against the company in 2005.

Thane International, Inc.

A complete defense verdict for Thane International, a global direct consumer marketing company, and its directors and officers, in the only known securities class action trial that has gone to verdict in the last decade under the Securities Act of 1933. Following a merger between Thane and Reliant Interactive Media Corporation, the class action lawsuit was filed by Reliant shareholders who alleged Thane had promised it would list the combined company on the NASDAQ's National Market System, but instead it traded on the less prestigious and perceived riskier over-the-counter market.

Stock Options Backdating

As far back as 2004, University of Iowa Professor Erik Lie studied companies' grant dates for executives (which are disclosed in SEC filings) and found that at several companies, option grants almost always occurred on days when the stock price was much lower than normal, and in some cases, grants occurred on the day with the lowest stock price for the entire fiscal year. In 2006, using Lie's data from several studies, The Wall Street Journal calculated that the probability that these grant dates were continuously selected by chance was extremely low, in some cases odds of 1 in 6 billion. They were able to conclude that some form of backdating must be occurring, listing six companies by name in a March 2006 article. The SEC is now investigating more than 100 companies. The Senate Finance Committee held a hearing on September 6, 2006 titled "Executive Compensation: Backdating to the Future/Oversight of current issues regarding executive compensation including backdating of stock options; and tax treatment of executive compensation, retirement and benefits."

Orrick is actively involved in the representation of several companies and individuals facing options backdating issues. Selected examples include the representation of:

• The special committee of a semiconductor company conducting an internal investigation concurrently with an SEC investigation and a U.S. Attorney's Office ("USAO") investigation in the Northern District of California ("N.D. Cal.").
• The special committee of an application software company conducting an internal investigation concurrently with an SEC investigation and a USAO investigation in the N.D. Cal.
• The special committee of an information technology services company conducting an internal investigation concurrently with an SEC investigation and a USAO investigation in the Eastern District of New York("E.D.N.Y.").
• An application software company, its senior officers and board members in an SEC investigation.
• A biotechnology company in an SEC investigation.
• An application software company in an SEC inquiry.
• A semiconductor company in an SEC investigation.
• Former president of a semiconductor equipment manufacturer conducting an internal investigation concurrently with an SEC investigation, and USAO investigations in both the N.D. Cal. and E.D.N.Y.
• Former founder and CEO of a semiconductor equipment manufacturer conducting an internal investigation concurrent with a USAO investigation in the N.D. Cal.
• Former CFO of an application software company conducting an internal investigation concurrently with an SEC investigation and a USAO investigation in the E.D.N.Y.
• Group of current and former executives and employees of a communications equipment manufacturer in an SEC investigation and criminal case against former executives in the N.D. Cal.
• Former general counsel of a semiconductor equipment manufacturer in an SEC investigation, and USAO investigations in both the E.D.N.Y. and N.D. Cal.
• Former general counsel of a networking platform company in an SEC investigation and USAO investigation in the E.D.N.Y.
• Current general counsel of an Internet information company in an SEC investigation and a USAO investigation in the N.D. Cal.
• Former general counsel of a system software company in an SEC investigation and USAO investigation in the N.D. Cal.
• Chair of compensation committee for an application software company in an internal investigation.
• Former general counsel of a semiconductor company in internal and SEC investigations.
• Audit committee of a software company conducting an internal investigation.
• Former chief financial officer of an electronics manufacturer conducting an internal investigation.