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MENTOR GRAPHICS v QUICKTURN DESIGN SYSTEMS Click to find out why . . .



Keywords & Phrases
CaseNo: C.A. No. 16,584, CourtCode: CC, CourtName: IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE, Plaintiff: MENTOR GRAPHICS, State: DE Delaware, UniqueCaseRef: DE>CC>00016584, Fee, Quickturn, Mentor, Del, Cadence, Delaware, Drp Litigation, Stockholders, Supr, Shapiro, Nominees, Donuts, Bidder, Shareholders, Motion, Dunkin, Design Systems, Quicktum, Fee Award, Acquisition, Directors, Proxy Contest, Supreme Court, Target Company, Tandycrafts, Hostile Bidder, Common Fund, Stockholder Plaintiffs, Tandvcrafts, Kingsbridge, Corporate Control, Allied Artists, Fees, Delaware Law, Successful, Shareholder, Drp, Counsel Fees, Fiduciary Duties, Wilmington, Rights Plan , ContentID: 120241033

Case Documents
1 2001-08-16 MEMORANDUM OPINION (REVISED PAGES
[ see first page and extracted highlights below  ] ItemID: 114920
5 pages
PDF
2 2001-08-14 MEMORANDUM OPINION
[ see first page and extracted highlights below  ] ItemID: 114921
39 pages
PDF
3 2000-11-01 PLAINTIFFS REPLY BRIEF IN SUPPORT OF THEIR MOTIONS FOR ATTORNEYS FEES
[ see first page and extracted highlights below  ] ItemID: 103095
42 pages
PDF
4 2000-09-12 CLASS PLAINTIFFS BRIEF IN OPPOSITION TO MENTOR GRAPHICS MOTION FOR ATTORNEY FEES
[ see first page and extracted highlights below  ] ItemID: 103096
10 pages
PDF
Total Documents: 4 documents , 96 pages
Price: $ 34.95


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1 . MEMORANDUM OPINION (REVISED PAGES)

EXTRACTED KEY WORDS
LITIGATION
FEE
MENTOR
SHAREHOLDERS
INVESTMENT
DEFENDANTS
DELAWARE
DUNKIN
ATTORNEYS
COSTS
COURT
PRESUMPTION
LAWSUITS
RESPONSE
ENTITLEMENT
CORPORATE CONTROL
DONUTS
DEL
TARGET COMPANY
PROFIT
KINGSBRIDGE
SUCCESSFUL
QUICKTUM SHAREHOLDER
LOSING HOSTILE BIDDER
PRINCIPLE
REASONS
PUBLIC STOCKHOLDERS
CHANDLER
CARROLL
   IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

                   IN AND FOR NEW CASTLE COUNTY

MENTOR GRAPHICS                          1
CORPORATION, an Oregon                   1
corporation, and MGZ Corp.,              1
a Delaware corporation,                  11
             Plaintiffs,                 )                C.A. No. 16584-NC
                                         1
             V.                          1
                                         1
QUICKTURN DESIGN SYSTEMS, )
INC., a Delaware corporation, et. al.,  )
                                        >
             Defendants.                1

MENTOR GRAPHICS                         )
CORPORATION, an Oregon                  )
corporation, and MGZ Corp.,             )
a Delaware corporation,                 >)                C.A. No. 16843-NC
             Plaintiffs,                >1
             V.                         >1
KEITH R. LOBO, et. al.,                 )>
             Defendants.


                                  OPINION


                     Date Submitted:           February 2,200 1
                     Date  Decided:            August  14,200l
                     Date Revised:             August  16,200l



connection is presumed to exist, and the defendants have shown nothing to

rebut that presumption.

       The defendants do not dispute Mentor's argument that its two lawsuits

satisfy the aforementioned three criteria. Rather, their response is that in all

events, Mentor's fee application must fail on two separate and independent

grounds. The first is that whatever entitlement a differently situated

Quicktum shareholder might otherwise have to seek an attorneys' fee,
SNIPPETS:
  • IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
  • and the defendants have shown nothing to
  • rebut that presumption.
  • The defendants do not dispute Mentor's argument that its two lawsuits
  • their response is that in all
  • Quicktum shareholder might otherwise have to seek an attorneys' fee,
  • Mentor has no such entitlement because Mentor was a losing hostile bidder
  • point to In re Dunkin ' Donuts Shareholders Litigation `5
  • as on-point Delaware authority for the principle that as a matter of policy,
  • its own counsel fees)r6 will be made for bidders for corporate control.
  • reasons are that the interests of such bidders are not aligned with the best
  • interests of the public stockholders, and bidders need no financial incentive
  • 10825 & 10907, Chandler, V.C..
  • I6 CM&M Group, Inc. v. Carroll, Del.
  • Having effectively hedged its investment risks,
  • costs to its competitor.
  • Mentor, like Kingsbridge, bought a significant block of the target
  • company's stock on which it made a profit.
  • unsuccessful in acquiring the target company, and sought to shift its costs to
  • The Court also rejected Kingsbridge's argument that the successful

  • 2 . MEMORANDUM OPINION

    EXTRACTED KEY WORDS
    MENTOR
    COURT
    PLAINTIFFS
    FEE
    DELAWARE
    ATTORNEYS
    QUICKTURN
    SHAPIRO
    BIDDER
    SHAREHOLDERS
    QUICKTUM
    DESIGN SYSTEMS
    STOCKHOLDERS
    LITIGATION
    DONUTS
    DEFENDANTS
    ACQUISITION
    COMMON FUND
    TARGET COMPANY
    KINGSBRIDGE
    HOSTILE BIDDER
    DELAWARE LAW
    DRP
    COUNSEL FEES
    WILMINGTON
    CORPORATE CONTROL
    TANDYCRAFTS
    INCENTIVES
    SUCCESSFUL
    
       IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
    
                       IN AND FOR NEW CASTLE COUNTY
    
    MENTOR GRAPHICS                               )
    CORPORATION, an Oregon                        >
    corporation, and MGZ Corp.,                   )
    a Delaware corporation,                       ))
                 Plaintiffs,                 1                     C.A. No. 16584-NC
                                             1
                 V.                          1
                                             >
    QUICKTURN DESIGN SYSTEMS, )
    INC., a Delaware corporation, et. al.,  )
                                             >
                 Defendants.                 1
    
    MENTOR GRAPHICS                         1
    CORPORATION, an Oregon                  1
    corporation, and MGZ Corp.,             1
    a Delaware corporation,                 >>                     C.A. No. 16843-NC
                 Plaintiffs,                1>
                 V.                         >>
    KEITH R. LOBO, et. al.,                 1>
                 Defendants.
    
    
                                      OPINION
    
    
                         Date Submitted:                February 2,200 1
                         Date Decided:                  August  14,200l
    
    
    
    Kevin G. Abrams, Thomas A. Beck, J. Travis Laster and Christine M.
    Morabito, Esquires of RICHARDS LAYTON  & FINGER, Wilmington,
    Delaware; and Marc W. Rappel, Esquire, LATHAM   & WATKINS, Los
    Angeles, California; Attorneys for Plaintiffs
    
    Norman M. Monhait, Esquire of ROSENTHAL MONHAIT GROSS  &
    GODDESS, P.A., Wilmington, Delaware; and Stanley D. Bernstein, Esquire
    of BERNSTEIN LIEBHARD  & LIFSHITZ, LLP; Attorneys for Class
    Plaintiff, Howard Shapiro
    
    David C. McBride and Danielle Gibbs, Esquires of YOUNG,  CONAWAY
    STARGATT & TAYLOR, Wilmington, Delaware; and Wayne W. Smith,
    Thomas S. `Jones and Elizabeth .A. Warke, Esquires of GIBSON .DUNN  &
    CRUTCHER LLP, Irvine, California; Attorneys for Defendants, Cadence
    
    SNIPPETS:
  • IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
  • QUICKTURN DESIGN SYSTEMS,)
  • Norman M. Monhait, Esquire of ROSENTHAL MONHAIT GROSS & GODDESS, P.A., Wilmington, Delaware;
  • Warke, Esquires of GIBSON .DUNN & CRUTCHER LLP, Irvine, California; Attorneys for Defendants,
  • Kenneth J. Nachbar, Esquire of MORRlS NICHOLS ARSHT & TUNNELL, Wilmington, Delaware; Attorney
  • In the competitive auction that results, the hostile bidder loses to
  • shareholders, and thereby obligated those shareholders and/or the target
  • The hostile bidder-attorneys' fee applicants are Mentor Graphics
  • Quicktum Design Systems, Inc., the target company, which
  • Mentor I was resolved by a decision of the Delaware Supreme Court on December 3 1, 1998
  • called by stockholders could only take place between 90 and 100 days after
  • Thus, the effect of the DRP,
  • "white knight" acquirers in the industry, including Cadence Design Systems,
  • fee could be paid to class plaintiffs' counsel for their prosecution of Shapiro
  • required to pay any additional costs, counsel fees or expenses to any other
  • a causal relationship must exist between the litigation and the common fund
  • I4 Mentor contends that its successful invalidation of the DRP forced Quicktum to conform to
  • point to In re Dunkin ' Donuts Shareholders Litigation `s
  • its own counsel fees)16 will be made for bidders for corporate control.
  • Inc. v. Initio Par-triers ("Tandycrafts ").`7
  • In Dun&in ' Donuts, Kingsbridge Capital Corporation
  • control whose interests are in conflict with those unaffiliated stockholdersthat fee-award

  • 3 . PLAINTIFFS REPLY BRIEF IN SUPPORT OF THEIR MOTIONS FOR ATTORNEYS FEES

    EXTRACTED KEY WORDS
    QUICKTURN
    LITIGATION
    COURT
    DEL
    DRP LITIGATION
    SUPR
    STOCKHOLDERS
    DELAWARE
    NOMINEES
    MENTOR
    MOTION
    DONUTS
    DUNKIN
    FEE AWARD
    ATTORNEYS
    PROXY CONTEST
    SUPREME COURT
    DIRECTORS
    STOCKHOLDER PLAINTIFFS
    TANDVCRAFTS
    ALLIED ARTISTS
    TANDYCRAFTS
    FIDUCIARY DUTIES
    RIGHTS PLAN
    SHAREHOLDERS
    CONTROLLING
    RECOVER FEES
    QUICKTURN DESIGN
    AUTHORITIES
    
                       IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
    
                                        IN AND FOR NEW CASTLE COUNTY
    
     MENTOR GRAPHICS CORPORATION,                            )
     an Oregon corporation, and MGZ CORP., a                 )
     Delaware corporation,                                   11
                                    Plaintiffs,              i) Civil Action No. 16584-NC LJ
                              V.
    
     QUICKTURN DESIGN SYSTEMS, INC., a )
     Delaware corporation, et. al.
                                                             r
                                    Defendants.              >
     ____________"_______---------------"----------------
    
                                                             >
    
    
    
    
     MENTOR GRAPHICS CORPORATION,                            )
     an Oregon corporation, and MGZ CORP., a                 )
     Delaware corporation,
                                                             i
                                    Plaintiffs,
                                                             ;
                              V.                             ) Civil Action  Nom-G
    
     KEITH R. LOBO, et. al.                                  ;
    
                                    Defendants.
    
                                    PLAINTIFFS' REPLY BRIEF IN SUPPORT
                              OF THEIR MOTIONS FOR ATTORNEYS' FEES
    
    
    Of Counsel:                                                    K.evin G. Abrams
                                                                   Thomas A. Beck
    Marc W. Rappel                                                 J. Travis Laster
    Latham & Watkins                                               One Rodney Square             :    
    633 West Fifth Street, Suite 4000                              P.O. Box 551
    Los Angeles, California 9007 1                                 Wilmington, Delaware 19899
    (213) 485-1234                                                 (302) 658-6541
                                                                    Attorneys for Plaintiffs
    
    
    Dated: November 1.2000
    
    
    SNIPPETS:
  • IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
  • QUICKTURN DESIGN SYSTEMS, INC., a) Delaware corporation, et. al.
  • OF THEIR MOTIONS FOR ATTORNEYS' FEES
  • Nominees
  • TO SEEK A FEE IN THE DRP LITIGATION
  • -i-TABLE OF AUTHORITIES
  • Allied Artists Pictures Corn.
  • Supr., 413 A.2d 876.
  • Aprahamian v. HBO &Q,, Del.
  • In re Dunkin' Donuts S'holders Litia.,

  • 4 . CLASS PLAINTIFFS BRIEF IN OPPOSITION TO MENTOR GRAPHICS MOTION FOR ATTORNEY FEES

    EXTRACTED KEY WORDS
    SHAPIRO
    QUICKTURN
    FEES
    SHAREHOLDER
    COURT
    HOSTILE BIDDER
    MENTOR GRAPHICS
    DEL
    CADENCE
    PLAINTIFF
    DESIGN SYSTEMS
    LITIGATION
    DELAWARE
    MERGER
    EXPENSES
    ATTORNEYS
    MOTION
    DUNKIN
    DONUTS
    SUPR
    MERGER AGREEMENT
    PRICE
    ACQUISITION
    COUNSEL
    AWARD
    SETTLEMENT
    FACTS
    ESQUIRE
    DIRECTORS
    
                                                        ORIGINAL
                    IN THE COURT OF CHANCERY IN THE STATE OF DELAWARE
                                      IN AND FOR NEW CASTLE COUNTY
    -----------------------------------------------------------------x
    MENTOR GRAPHICS CORPORATION,
    an Oregon corporation, and MGZ CORP., a                          :
    Delaware corporation,
                                         Plaintiffs.
    
             V.
    
    QUICKTURN DESIGN SYSTEMS, INC., a
    Delaware corporation, et al.,
                                                                                                       
                                         Defendants.
    -----------------------------------------------------------------x                                 
                                                                                                       
    MENTOR GRAPHICS CORPORATION, an                                  :                                 
    Oregon corporation, and MGZ Corp., a                                                      c  ,:    
    Delaware corporation,                                                                     :       
                                         Plaintiffs,
    
             V.                                                           C.A. No.  l3%3%C
    
    KEITH R. LOBO, et al.,
    
                                         Defendants.
    ----------------------------------------------------------------x
    
                     CLASS PLAINTIFF'S BRIEF IN OPPOSITION TO MENTOR
                   GRAPHICS CORPORATION'S MOTION FOR ATTORNEYS' FEES
    
                                                            ROSENTHAL, MONHAIT, GROSS  &
                                                               GODDESS,  ,P.A.
                                                            Suite 1401, Mellon Bank Center
                                                            919 N. Market Street
                                                            P.O. Box 1070
                                                            (302) 656-4433
                                                            Attorneys for Class Plaintiff
    0 #F COUNSEL:                                           Howard Shapiro
    
    BERNSTEIN LIEBHARD  & LIFSHITZ,  LLP
    10 East 40th Street
    New York, NY 10016
    (212) 779-1414
    
    September 12, 2000
    
    
    
    SNIPPETS:
  • IN THE COURT OF CHANCERY IN THE STATE OF DELAWARE
  • CLASS PLAINTIFF'S BRIEF IN OPPOSITION TO MENTOR
  • GRAPHICS CORPORATION'S MOTION FOR ATTORNEYS' FEES
  • In Re Dunkin' Donuts Shareholder Litigation, Del.
  • Mentor Graphics Corp. V. Quickturn Design Svstems, Inc., Del.
  • Supr., 721 A.2d 1281
  • shares of Quickturn Design Systems, Inc. for $12- l/8 per share.
  • Shapiro v. Quickturn Design Systems.
  • II")(action by Mentor relating to the merger agreement between Quickturn and Cadence);
  • (action alleging that Quickturn's directors, aided and abetted by Cadence, breached
  • Mentor increased the price offered in its tender offer to match Cadence's $14 price,
  • against which plaintiffs counsel could apply for an award of attorneys' fees and expenses
  • A condition of this settlement is defendants' not being obligated to pay the fees
  • and expenses of any class member other than Shapiro.
  • settlement and, along with its acquisition vehicle MGZ Corp., has filed its own application to
  • Plaintiff respectfully submits this brief in opposition to Mentor's motion for attorneys'
  • Mentor's recitation of facts treats the efforts of Class Counsel,
  • For a statement of relevant facts from Class Plaintiff's perspective,
  • As A Hostile Bidder, Mentor Is Not Entitled To A Fee And Expense Award
  • Kenneth J. Nachbar, Esquire
  •    |