Court OKs Ellison US$22M shareholder settlement

A California Superior Court judge has approved a settlement in which Oracle Corp. Chief Executive Officer Larry Ellison will pay US$22 million in legal fees to end a four-year-old insider trading lawsuit, according to one of the lawyers who brought the original case against Ellison.

Superior Court Judge John G. Schwartz approved the settlement in a hearing Tuesday in San Mateo County Superior Court in Redwood City, California, said Joseph J. Tabacco Jr., an attorney with Berman DeValerio Pease Tabacco Burt & Pucillo in San Francisco.

The settlement also requires Ellison to donate $100 million in Oracle’s name to charity and to acknowledge that changes were made to Oracle’s insider trading policies as a result of the lawsuit, Tabacco said Tuesday.

On Nov. 9, Ellison and the shareholders who filed the original lawsuit in March 2001 reached a settlement stipulating that Ellison will pay the sum in attorneys’ fees and expenses to the plaintiffs’ counsel, according to a court document filed by retired Judge Daniel Weinstein. He is the mediator who helped the parties negotiate the settlement.

Shareholders involved in the lawsuit, which charged that Ellison engaged in insider trading by dumping stock just weeks before Oracle announced missed earnings, approved a proposed settlement on Sept. 20 that required the charitable donation and changes to Oracle’s insider trading policies. But that settlement had Oracle paying the plaintiffs’ legal fees. Judge Schwartz rejected the original settlement at a hearing Sept. 26 because he questioned Oracle’s role in paying those fees.

The suit was originally filed by a group of shareholders who charged that Ellison engaged in insider trading by selling nearly $900 million in Oracle stock in January 2001, weeks before the company announced it would miss earnings expectations for its fiscal 2001 third quarter.

Ellison sold his stock for an average of $30.76 per share before the stock took a dive to nearly half that value on news of the earnings miss, Tabacco said previously. The day after the third-quarter results were announced, Oracle shares were trading at $16.98, he has said.

In an e-mail statement, Tabacco said that the result of the lawsuit is unique for several reasons, including the size of Ellison’s payment and the changes made to Oracle’s policies that will discourage such behavior in the future.

“The $100 million payment by an individual defendant, in this case Mr. Ellison, is virtually unprecedented in a derivative case,” he said. “The fact that Mr. Ellison is also paying $22 million to plaintiffs’ counsel for the prosecution of the lawsuit is also significant. … In addition, the lawsuit prompted a number of changes in Oracle’s policies that will minimize its risk of and exposure from future securities law violations. Oracle’s investors and the company itself will benefit enormously from these measures.”

This is not the first case that has been brought against Ellison over the $900 million in trades. Last year, a Delaware court found that Oracle’s Ellison and Jeffrey Henley, formerly Oracle’s chief financial officer, were not guilty of insider trading in the matter. In addition, Tabacco has said a securities class-action lawsuit over the trades is still pending in federal court.

Oracle spokespeople did not return calls for comment Tuesday.

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