Superior Court State of California The Superior Court of California by mikeholy

VIEWS: 17 PAGES: 46

									            SUPERIOR COURT, STATE OF CALIFORNIA
                  COUNTY OF SANTA CLARA
             Department 1, Honorable James P. Kleinberg Presiding
                               Paula Bastian, Courtroom Clerk
                                Joanne Rocha, Court Reporter
                         191 North First Street, San Jose, CA 95113
                    Telephone: 408.882.2110 - Facsimile: 408.882.2493
                 To contest the ruling, call (408) 808-6856 before 4:00 P.M.


            COMPLEX CIVIL LITIGATION TENTATIVE RULINGS
                    DATE: 11/02/12  TIME: 9 A.M.
            PREVAILING PARTY SHALL PREPARE THE ORDER
                     (SEE RULE OF COURT 3.1312)

LINE #     CASE #            CASE TITLE                                RULING
LINE 1   109CV139520 Wong v HRJ Capital             Click on LINE 1 for ruling
LINE 2   110CV169858 Monte Verano                   Click on LINE 2 for ruling
                     Condominium Assoc. v
                     Monte Verano Inc.
LINE 3   110CV180413 In Re McAfee, Inc.             Click on LINE 3 for ruling
                     Shareholder Litigation
LINE 4   110CV185571 Ashraf v Fortinet, Inc.        Click on LINE 4 for ruling
LINE 5   111CV192991 Richtek USA, Inc. v UPI        Continued to December 7, 2012 at 9:00 A.M.
                     Semiconductor Corp.
LINE 6   111CV193767 MacKinnon, Jr. v Imvu,         Continued to December 7, 2012 at 9:00 A.M.
                     Inc.
LINE 7   112CV217943 Aetna Life Insurance           Continued to December 7, 2012 at 9:00 A.M.
                     Company On Its Own
                     Behalf
LINE 8   112CV222008 Parc Place Homeowners          Continued to December 7, 2012 at 9:00 A.M.
                     Association v Western
                     Pacific Housing, Inc.
Calendar line 1

Case Name: Wong, et al. vs. HRJ Capital BD, LLC, et al.
Case No.:  1-09-CV-1395201

This is a consolidated action by plaintiffs Lane Auten (“Auten”), Duran Curis (“Curis”), and
Darren Wong (“Wong”) (collectively “Plaintiffs”) against their former employer, HRJ Capital,
LLC, HRJ Capital BD, LLC, and HRJ Capital Management, LLC (collectively “HRJ”), three
HRJ executives Harris Barton (“Barton”), Ronald Lott (“Lott”), and Jeffrey Bloom (“Bloom”),
twenty-two private equity investment funds for which Plaintiffs provided management services
(collectively the “HRJ Funds”), the general partners of the HRJ Funds (collectively the “HRJ
GP Entities”), HRJ’s creditor Silicon Valley Bank (“SVB”), and HRJ’s successors in liability,
Capital Dynamics, Inc. (“Capital Dynamics”) and CDHRJ GP, LLC (“CDHRJ GP”)
(collectively “CD”).

Plaintiffs allege Defendants owe them more than $2 million in past-due unpaid wages and
millions more in future wages required to be paid.2 Plaintiffs allege they assisted in the
management of twenty-two HRJ Funds, and the HRJ Funds acted through the HRJ GP
Entities.3 Plaintiffs allege that pursuant to the authority vested in them by the HRJ Funds, the
HRJ GP Entities delegated their management and administrative responsibilities to HRJ,
thereby commissioning HRJ to serve as their agent, subagent, or employee in performing
management services for the benefit of the HRJ Funds and the HRJ GP Entities. Plaintiffs
allege the HRJ Funds and the HRJ GP Entities had the right to control HRJ by virtue of their
power to supervise the manner of HRJ’s performance, and thus, a principal-agent relationship
existed, with HRJ functioning as agent, subagent, or employee of both the HRJ Funds and the
HRJ GP Entities.4 The same two individuals that controlled HRJ – Barton and Lott – also
controlled the HRJ GP Entities.5 HRJ hired Plaintiffs to perform the management tasks
delegated to HRJ, and accordingly, Plaintiffs served in an agent, subagent, or employee
capacity to the HRJ Funds and HRJ GP entities.6 Plaintiffs allege the HRJ Funds and HRJ GP
Entities are liable for acts of their agent, HRJ, including all contracts HRJ entered into on
behalf of HRJ Funds and HRJ GP Entities.7

Plaintiffs allege that Barton, Lott and HRJ improperly took Plaintiffs’ wages to serve as
collateral for extensive loans from SVB, without Plaintiffs’ knowledge or consent, and SVB
extended these loans to Barton, Lott and HRJ with full knowledge that at least part of the
collateral belonged to Plaintiffs.8 SVB was allegedly instrumental in denying Plaintiffs their
right to receive wages.9 Plaintiffs allege that when HRJ was faced with increasing financial
difficulties, Barton, Lott, Capital Dynamics, and SVB orchestrated a foreclosure sale in July
2009 that purported to transfer all of HRJ’s funds and right to future funds (including
Plaintiffs’ unpaid wages) to Capital Dynamics, which was in charge of winding down HRJ’s

1
  Consolidated with Auten v. HRJ Capital BD, LLC, et al., 1-09-CV-140349.
2
  Third Amended Consolidated Complaint (“TACC”) ¶ 2.
3
  Id. ¶ 3.
4
  Id. ¶ 4.
5
  Id. ¶ 5.
6
  Id. ¶ 6.
7
  Id. ¶ 9.
8
  Id. ¶ 10.
9
  Ibid.


                                                     1
business affairs, and Capital Dynamics directed HRJ to not pay Plaintiffs’ past due wages. 10
HRJ now claims it is depleted of all its assets and is unable to pay Plaintiffs their wages, but
Capital Dynamics knew about HRJ’s outstanding obligations to Plaintiffs and was instrumental
in structuring the sale to purposefully deny Plaintiffs’ their earned wages and place the monies
into the hands of Capital Dynamics.11 Plaintiffs allege that before the “CD GP Entities” took
over as the new general partners of the HRJ Funds, they entered into Transfer Agreements in
which each of the CD GP Entities promised to satisfy the “unperformed obligations and
liabilities” of the HRJ GP Entity that it replaced.12

Plaintiffs further allege that HRJ, Barton, Lott and Bloom are alter egos of each other, and that
at various times, SVB and Capital Dynamics also operated as HRJ’s alter ego.13 Additionally,
SVB, Capital Dynamics, and the CD GP Entities aided and abetted in wrongful actions against
Plaintiffs, and each Defendants is subject to joint and several liability for their wrongful
actions.14 Plaintiffs allege that CD, as HRJ’s successor, controlled HRJ’s assets and finances
(including Plaintiffs’ management fees), rendering CD liable for unpaid wages as an
“employer.”15 Plaintiffs further allege that CD is liable as HRJ’s alter ego, where CD
exercised absolute control and dominated the management of HRJ’s daily operations and
financial affairs.16

On June 28, 2011, Plaintiffs filed their Third Amended Consolidated Complaint (“TAC”),
asserting eleven causes of action for: (1) failure to pay wages – violation of Labor Code §§
200-204 (against all Defendants); (2) breach of contract (against all Defendants); (3) breach of
the covenant of good faith and fair dealing (against all Defendants); (4) intentional interference
with contractual relations inducing breach of contract (against Barton, Lott, Bloom, CD GP
Entities, SVB, and Capital Dynamics); (5) fraud (against all Defendants); (6) fraudulent
conveyance – violation of Civil Code § 3439 et seq. (against all Defendants); (7) failure to use
reasonable care/breach of fiduciary duty (against Barton and Lott); (8) aiding and abetting
breach of fiduciary duty (against SVB, Capital Dynamics, CD GP Entities); (9) wrongful
interference with attachment (against SVB); (10) termination in violation of public
policy/retaliatory firing (by Wong and Curis against HRJ, HRJ Funds, SVB, CD GP Entities,
and Capital Dynamics); and (11) defamation per se (by Wong and Curis against HRJ, HRJ
Funds, SVB, CD GP Entities, Capital Dynamics, and Bloom).

Before the Court are three motions: (1) Plaintiffs’ motion for summary adjudication of issues;17
(2) the HRJ Funds’ and CD GP Entities’ motion for summary judgment, or in the alternative,

10
   Id. ¶ 11.
11
   Ibid.
12
   Id. ¶12.
13
   Id. ¶ 13.
14
   Ibid.
15
   TAC ¶¶ ¶¶ 191-192, 209, 225, 247, 264, 300, 314.
16
   TAC ¶¶ 193, 210, 226, 248, 265, 301, 315.
17
   Plaintiffs seek summary adjudication of the following issues: (1) the HRJ Funds’ duties as principals to make
good on the promises of their agent, HRJ, made in the scope of its authority; and (2) the CD GP Entities’ and
CDHRJ GP’s duties to fulfill the obligations of the Funds, both as the current general partners of the Funds and as
signatories to agreements in which they expressly assumed the debts and obligations of the HRJ Funds’ former
general partners. The summary judgment statute permits summary adjudication of “issues of duty[.]” (Code Civ.
Proc., § 437c, subd. (f)(1).) This is not limited to negligence causes of action. (See Linden Partners v. Wilshire
Linden Assocs. (1998) 62 Cal.App.4th 508, 518-519.) The motion is opposed by CDHRJ GP, the CD GP
Entities, and the HRJ Funds, and they do not challenge the propriety of this motion.


                                                         2
summary adjudication; and (3) CD’s motion for summary judgment, or in the alternative,
summary adjudication.

CD’s Motion

CD argues it is entitled to summary judgment because the first, second, third, fifth, sixth, tenth
and eleventh causes of action are based on successor liability, but Plaintiffs cannot establish
successor liability against it, and the primary liability claims (fourth and eighth causes of
action) fail because there was nothing in the Management Fee Agreements between Plaintiffs
and HRJ prohibiting hypothecation of management fees. Regarding successor liability, CD
argues the exceptions for non-assumption of liabilities by an asset purchaser do not apply here
because (1) CD did not expressly or impliedly agree to assume HRJ’s liabilities; (2) CD did not
merge with or merely continue HRJ’s business, as CD bought HRJ’s assets from SVB, HRJ’s
secured creditor, and paid adequate consideration for the assets; and (3) CD did not acquire
HRJ’s assets for the fraudulent purpose of eliminating Plaintiffs’ claims. Regarding the
primary liability claims, CD joins in the motion and arguments by the Funds and CD GP
Entities.

Plaintiffs object to CD’s joinder in the motion by the Funds and CD GP Entities on the primary
liability claims, citing Frazee v. Seely (2002) 95 Cal.App.4th 627. The objection is
OVERRULED. Frazee is not controlling because CD did not simply file a notice of joinder to
the other motion for summary judgment, but rather, filed its own separate statement in support
of its motion.

However, Plaintiffs’ argument is well-taken that CD is not entitled to summary judgment
because CD does not adequately address the alter ego allegations in the TAC. The TAC
alleges not only that CD is HRJ’s successor, but that CD is the alter ego of HRJ.18 In order to
prevail on summary judgment, CD must demonstrate that the “action has no merit” (Code Civ.
Proc., § 437c, subd. (a)), but CD’s motion papers challenge only the successor liability
allegations, not alter ego liability. In its reply brief, CD argues the alter ego theory is not
properly pled because the only alter ego allegation in the TAC appears in the section of the
TAC defining the parties. However, each cause of action in the TAC incorporates all prior
paragraphs, including paragraph 62.19 Furthermore, paragraph 62 is not the only allegation
regarding alter ego liability.20

CD argues that there are no allegations of alter ego liability between CD and the CD GP
Entities, and even if there were, the CD GP Entities are not liable for amounts allegedly owed
under the Bonus Agreements. For this argument, CD incorporates the arguments made by the
CD GP Entities in their joint motion with the HRJ Funds. However, CD has simply avoided
the allegation that it is liable as an alter ego of HRJ. Because CD has not carried its burden to
show that the entire action has no merit, CD’s motion for summary judgment must be
DENIED. CD’s motion in the alternative for summary adjudication of the first, second, third,
fifth, sixth, tenth and eleventh causes of action is DENIED for the same reasons, because each
of these causes of action alleges alter ego liability with HRJ, but CD’s motion addresses only
successor liability.

18
   TAC ¶¶ 193, 210, 226, 248, 265, 301, 315.
19
   See TAC ¶¶ 179, 197, 214, 230, 237, 252, 269. 275, 281, 289, and 305.
20
   See TAC ¶¶ 193, 210, 226, 248, 265, 301, 315.


                                                       3
CD’s motion for summary adjudication of the fourth and eighth cause of action is also
DENIED. First, although Frazee does not mandate striking CD’s joinder in the Funds/CD GP
Entities’ motion, CD’s separate statement is defective because it addresses only the issue of
successor liability and does not contain material facts regarding the primary liability claims.
“This is the Golden Rule of Summary Adjudication: If it is not set forth in the separate
statement, it does not exist.” (United Community Church v. Garcin (1991) 231 Cal.App.3d
327, 337, original italics.) Furthermore, this Court has previously rejected CD’s argument that
the lack of an express prohibition of collateralization in the Management Fee Agreements
between HRJ and Plaintiffs vitiates a tortious claim of intentional interference or aiding and
abetting where the TAC alleges CD intended to disrupt the performance of the contract in order
to stop Plaintiffs from getting paid what they are contractually owed.21

Cross-Motions by Plaintiffs and the Funds/CD GP Entities

These cross-motions present mostly the same issues for summary adjudication. The Funds and
CD GP Entities argue the claims against them fail because nothing in the terms of the fully
integrated Management Fee Agreements (or “Bonus Agreements”) between HRJ and Plaintiffs
demonstrate a plainly inferable intent to bind anyone other than the parties to the contract, and
the parties’ course of performance confirms this. (Defs’ Material Facts [“MF”] 26-31, 40.)
The Funds and CD GP Entities further argue that HRJ was not the agent of the Funds or the
HRJ GP Entities because there was no actual authority conferred on HRJ to act on their behalf,
and instead, the Management Agreements between the HRJ GP Entities and HRJ expressly
withheld such authority from HRJ. (Defs’ MF 26.) The Funds and CD GP Entities argue there
was no ostensible authority because nothing in the Fund Partnership Agreements (between the
Funds and the HRJ GP Entities) or the General Partner Agreements (between the HRJ GP
Entities and HRJ Capital Management, LLC (“HRJ Capital”)) implies that HRJ could act for
the Funds or the CD GP Entities. According to the Funds and CD GP Entities, the Fund
Partnership Agreements make no mention of the Bonus Agreements, and the General Partner
Agreements only impose obligations regarding the Bonus Agreements on the general and
limited partners of the HRJ GP Entity. The Funds and CD GP Entities argue that the
delegation of management responsibilities to HRJ Capital in the Fund Partnership Agreement
cannot reasonably be understood as a conferral of authority on HRJ Capital to enter into
contracts or otherwise to act on behalf of the Funds or the HRJ GP Entities.

With regard to the CD GP Entities (who replaced the HRJ GP Entities as the general partners
of the Funds) (Defs’ MF 32), the Funds and CD GP Entities argue (1) there is no liability to
shift to them as successors since, as discussed above, their predecessors, the HRJ GP Entities,
cannot be liable held liable as principals; (2) under the Transfer Agreements between the HRJ
GP Entities and the CD GP Entities, the CD GP Entities only assumed unperformed obligations
and liabilities of the HRJ GP Entities under and pursuant to the Fund Partnership Agreement,
not the Bonus Agreements (Defs’ MF 33); (3) the law imposes no successor liability on the CD
GP Entities because Plaintiffs have identified no facts in their discovery responses that the CD
GP Entities were a “mere continuation” of the HRJ GP Entities or that consideration was
inadequate; and (4) the CD GP Entities are not liable in tort on the fourth and eighth causes of
action because the Bonus Agreements did not prevent hypothecation of the management fees,


21
     See Order After Hearing [February 3, 2012] at p. 6 (docket no. 185).


                                                          4
stating only that HRJ was to pay “an amount equal to” or “based on” a percentage of the
management fees denominated in the Fund Partnership Agreements (Defs’ MF 43).

Finally, the Funds and CD GP Entities argue that even if they were Plaintiffs’ principals, under
agency law, Plaintiffs’ settlement with HRJ bars the contract claims against the Funds and CD
GP Entities because Plaintiffs has elected to hold the agent (HRJ) liable.

In opposition to the Funds/CD GP Entities’ motion, and in support of their motion, Plaintiffs
argue the HRJ Funds are legally responsible for Plaintiffs’ management fees and carried
interest under agency principles because HRJ was the Funds’ agent. Plaintiffs argue the CD
GP Entities and CDHRJ GP are responsible for Plaintiffs’ management fees and carried
interest under the Transfer Agreements and partnership law principles.

Specifically with regard to the HRJ Funds, Plaintiffs argue that under the Fund Partnership
Agreements, the Funds conferred broad authority on the HRJ GP Entities to act on the Funds’
behalf (Pltfs’ MF 3, 14-17) and authorized the HRJ GP Entities to exercise this authority
through “affiliates” (Pltfs’ MF 4, 6), which were defined as “any Person that, directly or
indirectly, through one or more intermediaries, controls, is controlled by or is under common
control with such Person” (Plfts’ MF 18). Plaintiffs submit that under section 2.07(a) of the
Fund Partnership Agreement, the HRJ Funds promised to pay the compensation of all
“affiliates” providing services for the partnership, including “partnership expenses,” which
were defined to include management services rendered (Pltfs’ MF 6, 7), and here, all of the
work done by Plaintiffs constituted management services to the Funds. (Pltfs’ MF 27-33.)
Plaintiffs further submit that under section 2.07(c) of the Fund Partnership Agreement, the HRJ
Funds authorized the use of a “management company” to act in place of the HRJ GP Entity and
also authorized the assignment of management fees to the management company (Pltfs’ MF 8),
and that management company was HRJ, Plaintiffs’ employer. Plaintiffs submit that HRJ
performed the same management and administrative responsibilities that the Funds authorized
the HRJ GP Entities to perform (Pltfs’ MF 14-16, 21), controlled day-to-day operations and
management of the Funds (Pltfs’ MF 22-25, 27, 47-49), and hired the employees who
performed work on behalf of the Funds (including Plaintiffs) (Pltfs’ MF 27). Plaintiffs submit
that Curis and Wong were expressly identified in the Fund Partnership Agreement as the
Funds’ “Key Men” required to devote the majority of their time to “HRJ Activities”, which
were defined as “the activities of funds sponsored by HRJ Capital and its Affiliates, future
funds contemplated to be sponsored by HRJ Capital and its affiliates, and the respective
portfolio investments of all such funds.” (Pltfs’ MF 32.) Plaintiffs further submit that the
services they performed (e.g., managed fund investments, monitored fund performance,
supported marketing and investor relations) directly benefited the Funds (Pltfs’ MF 27-31), and
the money used to pay them came directly from the Funds (Pltfs’ MF 37, 39).

Plaintiffs further submit that their Management Fee Agreements were incorporated into the
General Partner Agreements that were signed by the HRJ GP Entities (Pltfs’ MF 35), the HRJ
Funds had the right to terminate Plaintiffs (Pltfs’ MF 38), and the same individuals that
controlled the Funds – Barton and Lott – controlled the day-to-day operations of HRJ and each
of the HRJ GP Entities (Pltfs’ MF 22-25, 27, 47-49), and signed the Management Fee
Agreements with the Plaintiffs (Pltfs’ MF 25) with the belief that they were binding the Funds
(Pltfs’ MF 26).



                                               5
Plaintiffs argue there was ostensible agency between HRJ and the Funds because the Funds
engaged in conduct that generated a reasonable belief in Plaintiffs that HRJ was the Funds’
agent: (1) Plaintiffs were shown the various contracts whereby the Funds authorized HRJ to act
as its agent and retained control over both HRJ and the Plaintiffs’ employment (Pltfs’ MF 50);
(2) the individuals that signed Plaintiffs’ Management Fee Agreements – Barton and Lott –
were the same individuals that controlled the Funds and the HRJ GP Entities (Pltfs’ mF 22-25,
27, 47-49); (3) the same personnel that controlled the Funds controlled HRJ’s day-to-day
operations (Pltfs’ MF 23) and HRJ operated out of the same location as the Funds (Pltfs’ MF
53); and (4) Plaintiffs’ salaries and management fees were paid out of monies paid by the
Funds to HRJ (Pltfs’ MF 37, 39).

Plaintiffs further submit that the HRJ Funds are responsible for Plaintiffs’ carried interest
because under the General Partner Agreements, the HRJ Funds’ general partners (HRJ GP
Entities) promised Plaintiffs a percentage of certain distributions made by the HRJ Funds
(carried interest) (Pltfs’ MF 42), and under Delaware law, obligations made in the course of
engaging in business as a partnership bind all partners (6 Del. C., § 15-301(1)). Thus, the
promise of carried interest by the HRJ GP Entities binds the HRJ Funds.

With regard to the CD GP Entities (who replaced the HRJ GP Entities as general partners of
the Funds), Plaintiffs argue that under the Transfer Agreements, the CD GP Entities expressly
assumed the liabilities of the HRJ GP Entities pursuant to the Fund Partnership Agreements
(Pltfs’ MF 66). Furthermore, under Delaware partnership law, the CD GP Entities are liable
for the debts and obligations that have accrued to the Funds from the date the CD GP Entities
took over (6 Del. C. § 15-306(a)). Plaintiffs argue that because the CD GP Entities are liable,
it follows that CDHRJ GP, LLC, the general partner to all of the CD GP Entities, is also liable.

Plaintiffs’ motion is opposed by the HRJ Funds, the CD GP Entities, and CDHRJ GP
(collectively the “Opposing Defendants”).

The Opposing Defendants have submitted code-compliant written evidentiary objections and
proposed order. The objections are OVERRULED in their entirety.

In reply to the Opposing Defendants’ opposition papers, Plaintiffs have submitted code-
compliant written evidentiary objections and proposed order. The objections are
OVERRULED in their entirety.

Analysis

The Funds and CD GP Entities cite Civil Code section 2337, which provides that “[a]n
instrument within the scope of his authority by which an agent intends to bind his principal,
does bind him if such intent is plainly inferable from the instrument itself.” This statute stands
for the position that “a disclosed principal may be held liable on a contract made solely in the
name of the agent.” (Sunset Milling & Grain Co. v. Anderson (1952) 39 Cal.2d 773, 778.)
Here however, the fact that the HRJ Funds and HRJ GP Entities are not expressly disclosed in
the Bonus Agreements is not dispositive of whether an agency relationship exists between
them and HRJ or whether the Funds and the HRJ GP Entities may be bound by a contract
entered into by their agents. (See Civ. Code, § 2330; Pac. Ready-Cut Homes v. Seeber (1928)
205 Cal. 690, 695-698.) Nor is the Management Fee Agreements’ disclaimer dispositive on
the agency issue. (See Pistone v. Superior Court (1991) 228 Cal.App.3d 672, 690-681

                                                6
[contract recitals re agency not determinative].) Although the Management Fee Agreement
contains an integration clause, the Court may look to parol evidence to determine whether an
agency relationship exists because such evidence does not contradict the terms themselves.
(See Milonas v. Sarantitis (1930) 109 Cal.App. 343, 345.)

“An agency is either actual or ostensible.” (Civ. Code, § 2298.) “An actual agency is when
the agent is really employed by the principal.” (Civ. Code, § 2299.) “Actual agency is such as
a principal intentionally confers upon the agent, or intentionally, or by want to ordinary care
allows the agent to believe himself to possess.” (Civ. Code, § 2316.) “[I]t is not indispensable
that actual authority be shown by an express agreement. [Citation.] Actual authority may be
implied as well as express.” (Transport Clearings-Bay Area v. Simmonds (1964) 226
Cal.App.2d 405, 425.) “An agency is ostensible when the principal intentionally, or by want of
ordinary care, causes a third person to believe another to be his agent who is not really
employed by him.” (Civ. Code, § 2300.)

Here, the evidence shows that HRJ’s managing members, Lott and Barton, executed the
Management Fee Agreements between Plaintiffs and HRJ within the authority conferred upon
them by the Fund Partnership Agreements and General Partner Agreements, and these
Management Fee Agreements were incorporated into the General Partner Agreements that
were signed by the HRJ GP Entities. Plaintiffs also demonstrate that the Funds conferred
broad authority on the HRJ GP Entities to act on the HRJ Funds’ behalf through the use of
affiliates, that the Funds, HRJ GP Entities and HRJ were all under the common control of
Barton and Lott and thus were “affiliates” for purposes of the Fund Partnership Agreement,
and the HRJ Funds promised to pay the compensation of all affiliates providing services,
including partnership expenses including fees paid for management services. Plaintiffs
performed management services and seek their share of said management fees. The Funds and
CD GP Entities argue that the General Partner Agreements only impose obligations on the
general and limited partners of the HRJ GP Entity. However, under Delaware law,22
obligations imposed on the general partners of the HRJ GP Entities likewise bind the Funds.

The Funds and CD GP Entities argue that the Management Agreements between the HRJ GP
Entities and HRJ only called for administrative and back-office support services that delineated
the role of HRJ vis-à-vis the HRJ GP Entities. (Defs’ MF 26.) However, the evidence shows
that HRJ was engaged to assist with these “and other functions of the General Partners,” (see
Pltfs’ Resp. MF 26), and HRJ did, in fact, manage the HRJ Funds by opening bank accounts
and depositing/withdrawing funds in the name of the respective HRJ Funds, entering into
contracts with third parties on behalf of the Funds, employment and terminating agents to work
on behalf of the Funds, incurring expenses and making payments on behalf of the Funds (Pltfs’
Resp. MF 26). If not demonstrating actual authority, the evidence shows ostensible authority
of HRJ to act on behalf of the HRJ Funds as well as ratification of such exercise of authority by
the managing members of the HRJ Funds and HRJ GP Entities, Barton and Lott. Plaintiffs
demonstrate that the HRJ Funds and GP Entities, through Barton and Lott, engaged in conduct
that generated a reasonable belief that HRJ was the Funds’ agent, including showing Plaintiffs
the Fund Partnership Agreements and General Partner Agreements, operating the Funds, HRJ

22
  The TAC alleges that HRJ Funds and CD GP Entities are limited partnerships and limited liability companies
organized under the laws of Delaware. (See TAC ¶¶ 27-59.) In general, disputes regarding the internal affairs of
a corporation are governed by the state of incorporation. (See State Farm Mutual Automobile Ins. Co. v. Superior
Court (2003) 114 Cal.App.4th 434, 442.)


                                                       7
GP Entities, and HRJ out of the same location, and paying Plaintiffs’ salaries and management
fees out of monies paid by the Funds to HRJ. (Pltfs’ Resp. MF 83-87.)

As for the CD GP Entities, although the Transfer Agreements provided that the CD GP Entities
agreed to pay and perform all obligations of the HRJ GP Entities under the Fund Partnership
Agreement, as discussed above, the evidence shows that the obligation to pay Plaintiffs’
management fees were authorized by the Fund Partnership Agreements.

As for the primary liability claims (fourth and eighth causes of action) against the CD GP
Entities, they are not entitled to summary adjudication because this Court has already rejected
the argument that the lack of an express prohibition of collateralization in the Management Fee
Agreements between HRJ and Plaintiffs vitiates a tortious claim of intentional interference or
aiding and abetting where the TAC alleges CD GP Entities intended to disrupt the performance
of the contract in order to stop Plaintiffs from getting paid what they are contractually owed.

As for Plaintiffs’ settlement with HRJ, this does not bar judgment against the HRJ Funds and
CD GP Entities because settlement and release of an agent does not exonerate a principal. (See
Mesler v. Bragg Mgmt. Co. (1985) 39 Cal.3d 209, 303-304.)

For all of these reasons, the motion for summary judgment or summary adjudication by the
HRJ Funds and the CD GP Entities is DENIED, and the motion by Plaintiffs for summary
adjudication is GRANTED on the following issues: (1) the HRJ Funds’ duties as principals to
make good on the promises of their agent, HRJ, made in the scope of its authority; and (2) the
CD GP Entities’ and CDHRJ GP’s duties to fulfill the obligations of the Funds, both as the
current general partners of the Funds and as signatories to agreements in which they expressly
assumed the debts and obligations of the HRJ Funds’ former general partners.


                                           - oo0oo -




                                               8
Calendar line 2

Case Name: Monte Verano Condominium Association v. Monte Verano, Inc., et.al.
Case No.: 1-10-CV-169858

Defendants Monte Verano, Inc. (“MVI”), Vasona Management, Inc., and MAAS Taxco
Partners (“Defendants”) move to compel arbitration. The following are the issues presented:

1. Is this action one that is encompassed within the CC&Rs that bind the Plaintiff and MVI?
The Court believes it does. The allegations of the Complaint are consistent with this being a
construction defect case. As such, it is covered by Article 9.15 of the CC&Rs.

2. Is the arbitration clause enforceable?
The Court finds the very recent decision of the California Supreme Court in Pinnacle Museum
Tower Association v. Pinnacle Market Development (US) LLC, (2012) 55 Cal. 4th 223
(“Pinnacle”) to be controlling. Although Plaintiff characterizes the Pinnacle decision as a
“morass” it fails to distinguish its holding from the instant case.

In Pinnacle Justice Baxter, writing for the majority, framed the issue as follows:
    “An owners association filed the instant construction defect action against a condominium
developer, seeking recovery for damage to its property and damage to the separate interests of
the condominium owners who compose its membership. In response, the developer filed a
motion to compel arbitration, based on a clause in the recorded declaration of covenants,
conditions, and restrictions providing that the association and the individual owners agree to
resolve any construction dispute with the developer through binding arbitration in accordance
with the Federal Arbitration Act (FAA; 9 U.S.C. § 1 et seq.). [*232]
    “We granted review to determine whether the arbitration clause is binding on the
association, and if so, whether it must be invalidated as unconscionable. As we shall explain,
even though the association did not exist as an entity independent of the developer when the
declaration was drafted and recorded, it is settled under the statutory and decisional law
pertaining to common interest developments that the covenants and terms in the recorded
declaration reflect written promises and agreements that are subject to enforcement against the
association. We conclude that the arbitration clause binds the association and is not
unconscionable.” Id. at 231-232.
   The Court went on to find:
   “In sum, even though the Association did not bargain with Pinnacle over the terms of the
Project CC&R's or participate in their drafting, it is settled under the statutory and decisional
law pertaining to common interest developments that the covenants and terms in the recorded
declaration, including those in article XVIII, reflect written promises and agreements that are
subject to enforcement against the Association. (Civ. Code, § 1350 et seq.; Nahrstedt, supra, 8
Cal.4th at pp. 378-384.)” Id. at 246.
   The Court concluded by holding that the CC&R terms requiring arbitration were
enforceable and “not unconscionable.” Id. at 250-251.
    It is telling to this Court that Plaintiff spent virtually no time discussing, let alone
distinguishing Pinnacle in connection with this motion.



                                                1
3. May the Pinnacle decision be applied although the instant case has been on file for two
years without Defendants moving to compel arbitration?
Yes, because this case is still open on direct review.

4. Have defendants waived their right to arbitration by delay or taking actions inconsistent
with that right?
Assuming Defendants held back from bringing this motion, and indeed pursued motion and
discovery practice in the first two years of the case, the Court still finds this was appropriate
when the Supreme Court had granted review in Pinnacle which was a potentially game-
changing decision. Plaintiff’s recitation of the document discovery to date is not inconsistent
with future arbitration proceedings. Plaintiff’s waiver argument does not block arbitration.

5. What about those who are not parties to the arbitration?
Defendants are correct in their position that unless and until they are found liable the cross-
defendants are not exposed.

For all of these reasons, arbitration between Plaintiff and the Moving Defendants is ordered to
proceed forthwith, this action is stayed for 90 days, and a further Case Management
Conference is scheduled for February 1, 2013 at 10:00 A.M. All parties are ordered to comply
with the Complex Department’s Guidelines in timely submitting a statement as to the status of
the litigation.

                                             - oo0oo -




                                                 2
Calendar line 3

Case Name: In re McAfee, Inc. Shareholder Litigation.
Case No.:  1-10-CV-180413

This is a consolidated shareholder class action23 on behalf of the holders of McAfee, Inc.
(“McAfee”) common stock against McAfee, Intel Corporation (“Intel”), and certain of
McAfee’s officers and directors24 for breach of fiduciary duty arising out of the sale of McAfee
to Intel for the price of $48 per share. The operative Consolidated Amended Complaint
(“CAC”) alleges that on August 19, 2010, McAfee, Intel, and Intel’s wholly-owned subsidiary
Jefferson Acquisition Corporation, entered into an Agreement and Plan of Merger in which
Intel would acquire McAfee and operate it as a wholly-owned subsidiary of Intel for $48 per
share.25 Plaintiffs allege that the acquisition was unfair, contaminated by conflicts among
McAfee’s CEO, defendant David DeWalt (“DeWalt”), and that the $48 per share offer was
“unfair and undervalued.”26 Plaintiffs further allege that DeWalt and management withheld
material information about the acquisition from McAfee’s shareholders in various proxy
statements filed with the Securities and Exchange Commission (“SEC”), including material
information concerning the flawed sales process, conflicts of interest that burdened the Board,
management and their advisors, McAfee’s intrinsic value and prospects going forward,
material benefits that defendants and McAfee would secure only if the acquisition was
consummated, and the data and inputs underlying the financial analysis supporting the fairness
opinion of Morgan Stanley & Co. (“Morgan Stanley”)27 The CAC asserts a cause of action for
breach of fiduciary duty against the Individual Defendants, and a cause of action for aiding and
abetting against McAfee and Intel.

McAfee, Intel, and the Individual Defendants (collectively “Defendants”) now move for
summary judgment.

Pro Hac Vice

The Application for Admission of Robert C. Walters to appear as counsel pro hac vice
complies with the requirements set forth in California Rules of Court, rule 9.40 and is
unopposed. The application is GRANTED.

Judicial Notice

23
   The consolidated actions include: Greenberg v. McAfee, Inc., case no. 1-10-CV-180413 (lead), Colwell v.
McAfee, Inc., case no. 1-10-CV-180420, Faulkner v. McAfee, Inc., case no. 1-10-CV-180597, and Korsinsky v.
Bass, case no. 1-10-CV-180928. On October 13, 2010, Greenberg voluntarily withdrew as a named plaintiff. On
October 6, 2011, Korsinsky filed an ex parte motion for voluntary dismissal, which was granted on October 18,
2011. On October 25, 2011, Colwell filed a request for voluntary dismissal without prejudice, which was granted
on October 27, 2011. On January 13, 2012, the Court granted Central Laborers’ Pension Fund’s motion to
intervene and motion for class certification.
24
   The nine individual McAfee Board members sued in the Consolidated Amended Complaint (other than David
DeWalt) are (1) Thomas E. Darcy (“Darcy”), (2) Denis J. O’Leary (“O’Leary”), (3) Robert W. Pangia (“Pangia”),
(4) Carl Bass (“Bass”), (5) Jeffrey A. Miller (“Miller”), (6) Anthony Zingale (“Zingale”), (7) Leslie G. Denend
(“Denend”), (8) Lorrie M. Norrington (“Norrington”), and (9) Charles J. Robel (“Robel”) (collectively the
“Individual Defendants”).
25
   See Consolidated Amended Complaint (“CAC”) ¶ 3.
26
   See CAC ¶¶ 4, 10.
27
   See CAC ¶ 14.


                                                       1
Defendants request judicial notice of: (1) McAfee’s Third Amended and Restated Certificate of
Incorporation filed April 27, 2009 (Exh. A to RJN); (2) Certificate of Incorporation (Exh. B to
RJN); (3) McAfee’s Form 8-K filed Nov. 2, 2010 (Exh. C to RJN); (4) the fact that $48 is the
highest price at which a share of McAfee has traded since 1999, based on a graph depicting the
stock price of McAfee since 1992 (Exh. D to RJN; Decl. Reed T. Nelson ¶5-6); (5) the fact that
shares of McAfee traded at various prices on certain days (Decl. Nelson ¶ 7); (6) the fact that
between August 18 and 19, 2010, McAfee’s stock increased $17.08, or 57% (Decl. Nelson ¶8);
(7) the fact that Intel’s stock closed at $19.59 on August 18, 2010 and $18.90 on August 19,
2010, and that between August 18 and 19, 2010, Intel’s stock decreased $0.69 or 3.5% (Decl.
Nelson ¶ 9); (8) the fact that Yahoo! Inc.’s stock closed at $15.84 per share on July 31, 2010
(Decl. Nelson ¶ 10); (9) the fact that Symantec Corporation’s stock closed at $15.19 per share
on July 22, 2010 and closed at $15.75 on July 31, 2010 (Decl. Nelson ¶ 11); and (10) the fact
that TrendMicro, Inc.’s stock price closed at $28.25 per share on July 22, 2010 and its stock
price closed at $29.68 per share on July 31. 2012 (Decl. Nelson ¶ 12).

The request is GRANTED as to McAfee’s Third Amended and Restated Certificate of
Incorporation and Certificate of Incorporation. Courts may take judicial notice of articles of
incorporation filed with the Secretary of State. (See Cody F. v. Faletti (2001) 92 Cal.App.4th
1232, 1236, fn.2.) The request is GRANTED as to McAfee’s Form 8-K. Judicial notice may
also be taken of the fact that this document was filed with the SEC and that it says what it says.
 (See StorMedia Inc. v. Sup. Ct. (1999) 20 Cal.4th 449, 456-457 [judicial notice of proxy
statement and registration statement filed with SEC]; Evid. Code § 452, subd. (h) [facts not
reasonably in dispute].) The request is DENIED as to the facts regarding share prices because
the request is not adequately supported by sources of reasonably indisputable accuracy.

Motion to Seal

The parties have lodged a number of documents under seal.

Defendants have filed unredacted versions of the following documents under seal: (1) Motion
for Summary Judgment; (2) Separate Statement of Undisputed Material Facts; (3) Exh. J to the
Declaration of Linda Lam (excerpts from the deposition of Carl Bass); (4) Lam Exh. K
(excerpts from the transcript of the deposition of Lorrie Northington); (5) Lam Exh. P (excerpts
from the transcript of the deposition of Charles J. Robel); (6) Lam Exh. R (excerpts from the
transcript of the deposition of Robert Pangia); (7) Lam Exh. S (excerpts from the transcript of
the deposition of Denis O’Leary); (8) Lam Exh. T (excerpts from the transcript of the
deposition of David DeWalt); (9) Lam Exh. U (excerpts from the transcript of the deposition
Renee James); (10) Lam Exh. V (excerpt of exhibit to the deposition of Donald Harbert); (11)
Lam Exh. W (excerpts from the transcript of the deposition of Donald Z. Harbert); (12) Lam
Exh. X (excerpts from the transcript of the deposition of Michael Wyatt); (13) Lam Exh. AA
(excerpts from the transcript of the deposition of Jane Shaw); (14) Lam Exh. EE (excerpts from
the transcript of the deposition of Gerhard Watzinger); (15) Lam Exh. FF (excerpts from the
transcript of the deposition of Andy Bryant); (16) Lam Exh. JJ (excerpts from a presentation
delivered on August 15, 2010 to the Intel Board of Directors Subcommittee); (17) Exh. D to
the Declaration of Charles Robel (excerpt of the written discussion materials that Morgan
Stanley provided to the McAfee Board); (18) Excerpts from the Declaration of Prasanna
Mulgaonkar; (19) Excerpts from the Declaration of Anthony Jennings; (20) Excerpts from the
Declaration of Donald Harbert; and (21) Reply in Support of Motion for Summary Judgment.

                                                2
On August 3, 2012, Defendants filed a motion to seal, arguing the documents contain
McAfee’s confidential business information, including Intel’s potential acquisition targets and
negotiating strategies, specific analyses by Intel of portions of McAfee’s business, Defendants’
technologies under development and future products, and McAfee’s communications with
other potential acquirers including those companies’ confidential business strategy
information. Defendants argue all of this information is subject to the parties’ protective orders
entered in this matter, and the information could be exploited by their competitors.

“The court may order that a record be filed under seal only if it expressly finds facts that
establish: [¶] (1) There exists an overriding interest that overcomes the right of public access to
the record; [¶] (2) The overriding interest supports sealing the record; [¶] (3) A substantial
probability exists that the overriding interest will be prejudiced if the record is not sealed; [¶]
(4) The proposed sealing is narrowly tailored; and [¶] (5) No less restrictive means exist to
achieve the overriding interest.” (Cal. Rules of Court, rule 2.550(d).) “Courts have found that,
under appropriate circumstances, various statutory privileges, trade secrets, and privacy
interests, when properly asserted and not waived, may constitute overriding interests.” (In re
Providian Credit Card Cases (2002) 96 Cal.App.4th 292, 298 fn. 3; NBC Subsidiary (KNBC-
TV) vs. Superior Court (1999) 20 Cal.4th 1178, 1222, fn. 46.) Financial information involving
confidential matters relating to the business operations of a party may be sealed where public
revelation of the information would interfere with the party’s ability to effectively compete in
the marketplace and there is a substantial probability that their revelation would prejudice the
foregoing legitimate interests of the party. (Universal City Studios, Inc. v. Superior Court
(2003) 110 Cal.App.4th 1273, 1285-1286.) Where some material within a document warrants
sealing, but other material does not, the document should be edited or redacted if possible, to
accommodate the moving party’s overriding interest and the strong presumption in favor of
public access. (Cal. Rules of Court, rule 2.550(d)(4), (5).) In such a case, the moving party
should take a line-by-line approach to the information in the document, rather than framing the
issue to the court on an all-or-nothing basis. (In re Providian, supra, 96 Cal.App.4th at p.
309.)

Here, Defendants sufficiently demonstrate that they have an overriding interest that overcomes
the right of public access and supports sealing the records because the documents lodged under
seal contain sensitive information relating to potential acquisition targets, including business
strategies and confidential personnel information, and McAfee’s internal valuations and
projections, and technologies under development. Defendants would likely be prejudiced if the
information is disclosed to Defendants’ future acquisition targets and competitors, the
redactions are narrowly tailored, and the Court believes no less restrictive alternative exists.
Defendants’ motion to seal is GRANTED.

Plaintiffs have also lodged their opposition papers “conditionally under seal pursuant to
protective order.” However, no party has filed a motion to seal the opposition papers. Under
the parties’ Stipulated Confidentiality Order in this case, filed October 22, 2010, any party that
wants to file “Confidential Information” in court must give five days’ pre-filing notice to the
party who designated the documents confidential (the “Designating Party”), whereupon the
Designating Party may either de-designate the documents or “apply for an order sealing the
Confidential Information pursuant to California Rule of Court 2.551(b)(3)(B).” (Stip. Confid.
Order at p. 8.) Under California Rules of Court, rule 2.551(b)(3)(A), if a party files, for
purposes of adjudication, documents produced in discovery subject to a confidentiality

                                                 3
agreement or protective order, but that party does not intend to move to seal those documents,
the party must still lodge them under seal, with redacted copies, and give notice to the other
party that the documents will be placed in the public file unless a timely motion to seal is
made. (See Cal. Rules of Court, rule 2.551(b)(3)(A).) If the party that produced the
documents is given notice and fails to file a motion to seal the records within 10 days (or
obtain an extension of time to file such motion), “the clerk must promptly remove all the
documents…from the envelope…and place them in the public file.” (Cal. Rules of Court, rule
2.551(b)(3)(B).)

Here, although Plaintiffs did not file any notice of lodgment pursuant to Rule 2.552(b)(3)(A),
the Stipulated Protective Order only requires five days’ pre-filing notice to the party who
designated the materials confidential. Defendants have not moved to seal Plaintiffs’ opposition
papers or otherwise claimed insufficient notice under the procedures of the Stipulated
Protective Order. Therefore, the unredacted opposition papers shall be placed in the
public file.

Parties’ Arguments

Defendants argue they are entitled to summary judgment because there is no triable dispute
that the Individual Defendants satisfied their fiduciary duties to McAfee’s shareholders. First,
Defendants argue that the Individual Defendants cannot be liable for monetary damages for
breach of the duty of care under McAfee’s Third Amended and Restated Articles of
Incorporation (Defs’ Sep. St. of Mat. Facts [“MF”] 172), and thus can only be liable to
Plaintiffs for breach of the duties of loyalty or good faith. Regarding the nine directors other
than DeWalt, Defendants argue they were outside, non-management, non-employee directors
(Defs’ MF 19) who were well aware of the value of the company and the relevant market
(Defs’ MF 37-38, 64, 160, 182), and had already vetted the universe of potential acquirers
(Defs. MF 64, 65, 74). Defendants submit that upon receiving Intel’s initial offer of $45 per
share, the Individual Defendants on the McAfee Board retained competent financial and legal
advisors (Morgan Stanley and Wilson Sonsini Goodrich & Rosati, P.C. [“Wilson Sonsini”])
whose advice the Board solicited and followed (Defs’ MF 52-56, 62, 84-85), the directors met
on nine separate occasions to consider Intel’s offer (Defs’ MF 51), the directors attempted and
succeeded in negotiating a higher offer (from $45 to $48 per share) (Defs’ MF 2, 48, 63, 70,
72, 106), and they approved the merger agreement on positive recommendations from
independent proxy analysts (Defs’ MF 6, 15, 110). The merger was approved by the McAfee
shareholders on November 2, 2010 (Defs’ MF 15). Defendants argue that the business-
judgment rule insulates these nine Individual Defendants from liability for their risk-benefit
decisions, and the reasonableness of the process is apparent from the result: a sales price that
represented a 60% premium over McAfee’s pre-announcement stock price, supported by a
Morgan Stanley fairness opinion and two independent proxy advisory firms that recommended
the McAfee shareholders approve the transaction, which they did by a vote of over 99.9%
(Defs’ MF 3, 4, 6, 15). Defendants argue that even if Plaintiffs rely upon an expert who uses
more aggressive valuation methods to estimate the fair value of the stock at a higher price, this
does not raise a triable issue of material fact as to whether the independent directors’ decision
was within a range of reasonableness.

Defendants argue there is no triable issue of material fact regarding “synergies” allegedly
unaccounted for in internal revenue and earnings projections because the “Patmos” project
with Intel was a “skunk work project” that had “never been on a road map” for McAfee (Defs’

                                                4
MF 137), the McAfee Board was already aware of Patmos and knew it had not resulted in any
marketable project (Defs’ MF 139, 149, 150), during negotiations, Intel was not willing to
share quantified assessments of those synergies (Defs’ MF 176, 177), and a portion of the
strategic synergies were incorporated into Intel’s negotiating range as a premium above the
standalone discounted cash flow valuation of $46 per share (Defs’ MF 178).

Regarding the alleged “preclusive deal protection provisions,” Defendants argue the “no shop”
clause had a complementary “fiduciary out” provision that permitted McAfee to engage with
other suitors, allowed the Board to change its recommendation in favor of the merger, and
permitted McAfee to terminate the deal in response to a bona fide written unsolicited
acquisition proposal that the company determined in good faith was reasonably likely to lead to
a superior proposal (Defs’ MF 118). Defendants argue the “matching rights” provision and
“termination fee” are standard merger terms, and the termination fee only represented 3% of
the total transaction price, which is reasonable under Delaware law.

Defendants further argue that DeWalt did not breach his duties of care or good faith, as the
undisputed evidence shows he always attempted to negotiate a higher price for McAfee,
consistent with the Board’s philosophy to seek a stock sales price that “start[ed] with a 5”
(Defs’ MF 46, 47, 70, 72). Defendants argue that DeWalt kept the independent directors
apprised of discussions with Intel as they occurred, and since the Board expected DeWalt to
attempt to foster potential deals, there was no need for DeWalt to provide many details (Defs’
MF 39). Defendants argue that DeWalt may have used some hyperbole or puffery in an
attempt to impress Intel with McAfee’s value and financial health (e.g, by identifying supposed
“$1B+ opportunities” for synergies), but these were consistent with an attempt to maximize the
acquisition offer (Defs’ MF 3, 16, 166-167), and they do not provide a basis for concluding
that the more realistic projections used by McAfee’s Board to evaluate the true strength of the
business were not the best projections based on the information available at the time.

Defendants argue that Dewalt did not breach his duty of loyalty because he did not negotiate
the terms of his employment agreement with Intel until August 12, 2010, three weeks after the
McAfee Board voted to approve the $48-per-share price (Defs’ MF 110, 119), and the terms
were reviewed by McAfee’s Compensation Committee and fully disclosed to the shareholders
(Defs’ MF 124-127). Furthermore, because of his substantial McAfee stock holdings,
DeWalt’s own financial incentive was in line with the interests of all McAfee shareholders
(Defs’ MF 129-130). Defendants further argue that under Delaware law, management’s
expectation of employment with a new company is not, in itself, sufficient to establish a
conflict of interest on the part of the directors in allowing the interested manager to negotiate
the merger. Defendants argue there is no evidence that the nine independent directors were
controlled or dominated by DeWalt.

Defendants argue they are entitled to summary judgment on Plaintiffs’ disclosure claims
because (1) the non-disclosures cannot give rise to monetary damages, since the November 2,
2010 vote has already occurred; (2) they cannot constitute actionable duty-of-care claims
because of a clause in McAfee’s charter eliminating personal liability for breaches of duty of
care; and (3) the Proxy Statement disclosed all material facts relating to the transaction.
According to Defendants, the Proxy Statement disclosed Intel and McAfee’s ongoing business
dialogue, beginning in early 2009, regarding a joint research project in the area of enhanced
security (Defs’ MF 134, 180), the material facts concerning negotiations after the June 11,
2010 offer were disclosed in detail (Defs’ MF 181), the benefits that McAfee management

                                                5
would receive from the merger (Defs’ MF 183), including DeWalt’s employment terms (Defs’
MF 127). Defendants argue omissions about potential acquirers, McAfee’s standalone value,
and the data and inputs underlying Morgan Stanley’s fairness opinion were not required under
Delaware law.

Defendants argue there is no triable issue that the McAfee shareholders have been damaged,
because under the “entire fairness” standard, the $48 per share price was fair, and there is no
evidence that Intel would have increased its offer above $48, or that there were other buyers
interested in McAfee at a higher price.

Defendants argue the aiding and abetting claim against McAfee and Intel fails because there is
no underlying breach of fiduciary duties by the Individual Defendants.

In opposition, Plaintiffs argue there are triable issues of material fact regarding DeWalt’s
breaches of fiduciary duty because he concealed from the McAfee Board the fact that he and
his team had been working with Intel between March and May 2010 through numerous
meetings and daily emails and telephone conferences to help Intel build highly detailed
financial models and calculate valuations of McAfee, giving Intel a strategic advantage over
McAfee when the offer was finally made on June 11, 2010. According to Plaintiffs, the
“Project Inca” meetings and merger synergies discussions with Intel were intended to facilitate
Intel’s eventual takeover of McAfee. Plaintiffs contend that during Project Inca, Intel and
McAfee discussed billions of dollars in additional value from partnering McAfee’s software
expertise with Intel’s hardware expertise, and during this process, DeWalt and members of
McAfee management provided Intel with detailed internal information regarding business
opportunities the two companies could exploit working together. (Pltfs’ MF 201, 212, 215-
216, 220-221, 244-247.) Plaintiffs submit that Intel, based on the information gleaned from
Project Inca, formulated a valuation of McAfee of $90+ per share (Pltfs’ MF 244), and was
also able to line up investment bankers, establish a board subcommittee, and create a
comprehensive approach to their takeover offer. (Pltfs’ MF 211, 237, 323.) According to
Plaintiffs, a centerpiece of Project Inca was Patmos, a platform for running software outside
the operating system, which McAfee believed was a “Billion Dollar” idea (Pltfs’ MF 216,
316). Plaintiffs argue that due to DeWalt’s concealment of Project Inca, the McAfee Board
was “surprised” and “shocked” when they learned of Intel’s interest in acquiring McAfee in
June 2010, and they were forced to hastily convene meetings, hire advisors, and formulate
valuations and a negotiating strategy. (Pltfs’ MF 260-263, 267, 275.) Plaintiffs submit that no
McAfee Board member was aware of Project Inca, or of the “Billion Dollar” ideas that had
been shared with Intel in the months preceding the June 10 offer (Pltfs’ MF 222, 264), and
DeWalt sat silently while McAfee’s financial advisors used “street numbers” to value McAfee,
even though the “street” had no idea about the billions of dollars of additional value uncovered
during Project Inca (Pltfs’ MF 222, 295-296, 310-312). According to Plaintiffs, DeWalt lied
during his deposition when he testified that he lacked knowledge whether McAfee had been
asked to provide any internal information to Intel regarding prospects or projections between
February 2010 and June 10, 2010, and whether in the June 10 meeting if there was any
discussion of him keeping his management team on board post-merger. (Pltfs’ MF 233, 255.)

Plaintiffs further argue that following McAfee’s rejection of Intel’s initial offer, Renee James
of Intel asked DeWalt to commit to a price of $50 per share, and thereafter she would seek
final approval from the Intel Board, (Pltfs’ MF 281, 282), but DeWalt, without discussing the
matter with the McAfee Board or the company’s advisors, rejected the offer, causing Intel to

                                                6
freeze price negotiations for a period of time. (Pltfs’ MF 283, 284.) Plaintiffs argue DeWalt
did this to cause the McAfee Board to abandon the price range it had determined to be fair and
settle for a lower price.

Plaintiffs further submit that the proxy materials submitted to the McAfee shareholders failed
to disclose any information regarding Project Inca, the information DeWalt shared with Intel,
the financial models constructed, or the billions of dollars of value confirmed in the March-
May 2010 discussions. (Pltfs’ MF 209, 264.)

Plaintiffs submit that DeWalt had a conflict of interest because by driving the sale of McAfee
to Intel, DeWalt was able to secure millions of dollars in special retention and performance
bonuses, as well as continued employment, and cement his reputation in the business world for
building and selling businesses. (Plfts’ MF 194, 324.) Plaintiffs submit that pursuant to his
employment agreement signed with Intel as part of the merger, DeWalt kept his base salary of
$950,000 per year, was promised an annual bonus of $1,050,000, special retention bonuses of
$2,000,000 on the first and second anniversaries of the closing of the merger, performance
incentive payments of $2,000,000 in 2011 and $2,000,000 in 2012, a one-year acceleration of
his stock options, restricted stock units and other equity awards, and participation in Intel’s
equity award program going forward (Pltfs’ MF 324), which far exceeded what DeWalt stood
to gain from his McAfee stock holdings had he risked insisting on a higher merger price.
(Pltfs’ MF 335.) Plaintiffs submit these special payments are identical to those DeWalt
secured for himself in his prior sale of a company called Documentum to EMC, and the special
payments also compare favorably to the $5 million in retention payments that Intel awarded to
the CEO of Wind River in a substantially similar acquisition by Intel approximately a year
before the McAfee acquisition. (Pltfs’ MF 192, 337.)

Plaintiffs argue that under Mills Acquisition Co. v. MacMillion, Inc. (Del. 1989) 559 A.2d 1261
and Cinerama, Inc. v. Technicolor, Inc. (Del. 1995) 663 A.2d 1156, manipulation of a
disinterested majority of the board by an interested director vitiates the majority’s ability to act
as a neutral decision-making body, precluding the protection of the business judgment rule.

Plaintiffs further argue that triable issues of material fact exist as to the Individual Defendants’
breaches of fiduciary duty because they likewise violated their duties of loyalty by failing to
protect against DeWalt’s clear conflict of interest, since the McAfee Board knew from Intel’s
June 11, 2010 offer that Intel wanted to retain current management, and it was public
knowledge that when DeWalt sold his prior company (Documentum), he received millions of
dollars in special bonuses, and when Intel had previously acquired Wind River, it had paid
millions in special bonuses to Wind River’s CEO. (Pltfs’ MF 190-192, 322, 337.) Plaintiffs
argue that even though the employment agreement post-dated the McAfee Board’s approval of
the merger price, the mere possibility of future benefits creates a disloyalty issue. Plaintiffs
argue that the McAfee Board should have taken steps to protect against the conflict (e.g.,
taking direct control, creating a special committee).

Analysis

“When a board of directors’ loyalty is questioned, Delaware courts determine whether a
conflict has deprived stockholders of a ‘neutral decision-making body.’ [Citation.]”
(Cinerama, Inc. v. Technicolor, Inc. (Del. 1995) 663 A.2d 1156, 1170.) “‘The fact that some
interested transactions are permitted under our corporate law demonstrates that they are not

                                                 7
inherently detrimental to a corporation. As long as a given transaction is fair to the
corporation, and no confidential relationship betrayed, it may not matter that certain corporate
officers will profit as the result of it. . . . The key to upholding an interested transaction is the
approval of some neutral decision-making body. Under 8 Del. C. § 144, a transaction will be
sheltered from shareholder challenge if approved by either a committee of independent
directors, the shareholders, or the courts.’ [Citation.]” (Ibid.) “[A]s to the duty of loyalty,
approval of a transaction by a board of which a majority of directors is disinterested and
independent ‘brings it within the scope of the business judgment rule.’ [Citation.]” (Ibid.)

As a threshold matter, Delaware law applies to this motion. In general, disputes regarding the
internal affairs of a corporation are governed by the state of incorporation. (State Farm Mutual
Automobile Ins. Co. v. Superior Court (2003) 114 Cal.App.4th 434, 442 [decision to declare
dividends governed by law of state of incorporation].) Here, the CAC alleges that McAfee and
Intel are Delaware corporations.28 The internal affairs of a corporation include “…mergers,
consolidations and reorganizations… .” (Rest.2d, Conflict of Laws, § 302, com. (a); Kamen v.
Kemper Fin. Servs. (1991) 500 U.S. 90, 101.) Here, the matter involves the fairness of the
process and price per share resulting from the merger between Intel and McAfee.

The Court finds that Defendants carry their burden of demonstrating the absence of triable
issues on the breach of fiduciary claims against the Individual Defendants. First of all, it is not
disputed that McAfee’s charter contains an exculpatory provision in which directors are not
personally liable for monetary damages for breach of fiduciary duty, except for breaching their
duty of loyalty, for acts or omissions not in good faith, claims under section 174 of the
Delaware General Corporation Law,29 or for any transaction from which the director derived
an improper personal benefit. (See RJN Exh. A (McAfee Charter); Pltfs’ Opp. to Defs’ Sep.
St. MF 172: “Undisputed.”) Such provisions, authorized by 8 Del. C. § 102(b)(7), generally
shield directors from monetary liability for a breach of their duty of due care, but not for
breach of their duty of loyalty. (In re Ply Gem Indus., S’holders Litig. (Del. Ch. 2001) 2001
Del. Ch. LEXIS 84, at *38, fn. 50.)

With regard to the Individual Defendants’ duties of loyalty, Defendants demonstrate that the
Individual Defendants were highly-qualified and experienced outside, independent directors
who retained financial and legal advisors, met multiple times during the nine-week period of
negotiations, and already had a deep knowledge of McAfee, its industry, and other possible
suitors. The McAfee Board rejected Intel’s $45 initial offer and eventually obtained a $48
price-per-share, which the Board considered in light of analyses by Morgan Stanley, the
financial condition and outlook for McAfee’s business, as well as a formal fairness opinion
issued by Morgan Stanley on August 18, 2010. (Defs’ MF 96-97, 106.) Defendants
demonstrate that the $48 price represented a 60% premium over the closing price of McAfee’s
stock the day before the deal was announced, it was the highest price paid for a share of
McAfee stock in more than ten years, and it was approved by 99.9% of the voting shares.

Defendants further demonstrate that DeWalt did not dominate or control the independent
directors, since they retained and relied upon financial and legal advisors and met multiple
times to consider Intel’s offer. Defendants demonstrate that DeWalt did not have a

28
  CAC ¶¶ 14, 21.
29
  8 Del. C. § 174. Liability of directors for unlawful payment of dividend or unlawful stock purchase or
redemption.


                                                        8
disqualifying conflict in negotiating with Intel because he did not begin to negotiate his
employment terms with Intel until after the McAfee Board accepted the $48 price-per-share
offer, and his potential interest in the merger was fully disclosed to the independent directors
and shareholders. “‘[A] material interest of ‘one or more directors less than a majority of those
voting’ would rebut the application of the business judgment rule if the plaintiff proved that
‘the interested director controls or dominates the board as a whole or [that] the
interested director failed to disclose his interest in the transaction to the board and a reasonable
board member would have regarded the existence of the material interest as a significant fact in
the evaluation of the proposed transaction.’ [Citation.]” (Cinerama, supra, 663 A.2d at p.
1168.) As discussed above, Defendants demonstrate that the McAfee Board was not
dominated or controlled by DeWalt, and his interest in the transaction (continued employment
after the merger) was disclosed to the McAfee Board through Intel’s June 11, 2010 offer letter
itself (Defs’ MF 122; Lam Exh. BB). Because a majority of non-interested directors approved
the merger in good faith, Defendants sufficiently demonstrate that the McAfee shareholders
were not deprived of a neutral decision-making body.

Plaintiffs’ position is that DeWalt breached his duty of loyalty by concealing the fact that he
had divulged internal McAfee information to Intel in March-May of 2010, which gave Intel a
tactical advantage over McAfee once the June 11, 2010 offer of $45 per share was made.
These discussions, nicknamed Project Inca, pertained to merger synergies and “$1B+”
opportunities that Plaintiffs contend were improperly withheld from the McAfee Board in
considering Intel’s offer.

Setting aside DeWalt’s duty of loyalty for a moment, the Court finds that Plaintiffs fail to raise
a triable dispute as to the other Individual Defendants. As discussed above, the Individual
Defendants are exculpated for claims of breach of fiduciary duty except for breaching their
duty of loyalty, for acts or omissions not in good faith, claims under section 174 of the
Delaware General Corporation Law, or for any transaction from which the director derived an
improper personal benefit. Plaintiffs must show that the Individual Defendants “intentionally
fail[ed] to act in the face of a known duty to act, demonstrating a conscious disregard for
[their] duties.” (Lyondell Chem. Co. v. Ryan (Del. 2009) 970 A.2d 235, 243.) Here, Plaintiffs
do not claim the Individual Defendants lacked good faith, received an improper benefit, or are
liable under 8 Del. C. § 174. Plaintiffs cite portions of Mills where the Delaware Supreme
Court stated in dictum that the board’s “virtual abandonment of its oversight functions in the
face of [management’s] patent self-interest was a breach of its fundamental duties of loyalty
and care in the conduct of this action.” (Mills, supra, 559 A.2d at p. 1284, fn. 32.) However,
there is nothing in the record to support the claim that the McAfee Board abandoned its
oversight functions in the face of patent self-interest. Plaintiffs do not dispute the
independence, qualifications and outside status of the independent directors (Pltfs’ Opp. to
Defs’ Sep. St. MF 19-20, 23-32), the Board’s regular discussions and familiarity regarding
potential acquirers (Pltfs’ Opp. to Defs’ Sep. St. MF 37, 3830) and McAfee’s potential value
and strategic position in the market (Pltfs’ Opp. to Defs’ Sep. St. MF 41), and the Board’s
knowledge of McAfee’s decade-long relationship with Intel (Pltfs’ Opp. to Defs’ Sep. St. MF
40). Nor do Plaintiffs dispute that DeWalt did not control or dominate the McAfee Board.

30
  Plaintiffs attempt to dispute MF 38 by noting that several McAfee directors were “shocked” and “surprised” by
the offer. However, in context, the evidence shows the directors were surprised at whether the deal made sense
for Intel, not that Intel was a potential acquirer. (See Decl. Atwood, Exh. 22 (Carl Bass Depo. at p. 86:4-16), Exh.
8 (Robel Depo. at 40:18-42:11, 52:19-21).


                                                         9
Rather, the basis for Plaintiffs’ opposition is that DeWalt deliberately deceived the McAfee
Board by concealing material information regarding Project Inca from the McAfee Board.
However, the blame for this deception would, at most, lie with DeWalt, not the Individual
Defendants.

Plaintiffs suggest the McAfee Board should have appointed a special committee to handle
further negotiations with Intel, but they cite no legal authority in support of such a requirement
under the circumstances. Plaintiffs argue the McAfee Board knew that Intel wanted to retain
current management, and it was public knowledge that DeWalt received millions in special
bonuses when he sold his prior company. The latter point is simply irrelevant to the
transaction and companies at issue. As for Intel’s intention to retain current management, the
Delaware Supreme Court noted in Cinerama that some interested transactions are permitted
and “are not inherently detrimental to a corporation. As long as a given transaction is fair to
the corporation, and no confidential relationship betrayed, it may not matter that certain
corporate officers will profit as the result of it.” (Cinerama, supra, 663 A.2d at p. 1170.)
Delaware law does not necessarily prohibit a board from relying on an interested manager to
negotiate a merger. (See In re MONY Group Inc. S’holder Litig. (Del. Ch. 2004) 852 A.2d 9,
20; Ply Gem Industries Inc. S’holder Litig. (Del. Ch. June 26, 2001) 2001 Del. Ch. LEXIS 84,
at *41.) Thus, the mere knowledge that DeWalt would be retained after the merger did not
trigger a duty on the part of the Individual Defendants to take control of the negotiations from
DeWalt, so long as the transaction was fair to McAfee and no confidential relationship was
betrayed. Plaintiffs cite no evidence suggesting the McAfee Board should have known about
the secret Project Inca discussions, and in fact, Plaintiffs’ position is that these discussions
were concealed from the McAfee Board. It is undisputed that DeWalt’s employment
agreement was reviewed by the McAfee Compensation Committee prior to the approval of the
merger agreement. (Pltfs’ Opp. to Defs’ Sep. St. MF 124.) The Court finds that no triable
issue exists with regard to the breach of fiduciary duty claims against the Individual
Defendants other than DeWalt.

As for DeWalt, the relevant question under Mills and Cinerama is whether the disinterested
majority of the McAfee Board was manipulated by an interested director. However, the
evidence shows that DeWalt did not have an expectation of continued employment, let alone
the promise of millions of dollars in special bonuses, at the time he was involved in Project
Inca. Although Plaintiff’s MF 248 states: “DeWalt knew from his merger synergies
discussions with Intel that he and his management team would be kept on post-merger”, the
evidence cited in Plaintiffs’ Separate Statement does not support this material fact. Plaintiffs
cite DeWalt’s deposition testimony regarding merger synergies that were discussed between
McAfee and Intel.31 However, there was no testimony about continued employment after the
merger. Instead, the record shows that Intel’s offer of continued employment to DeWalt did
not arise until the June 11, 2010 offer letter, and the employment agreement was negotiated in
August 2011 after McAfee accepted Intel’s offer of $48 per share. Plaintiffs do not sufficiently
dispute that the specifics of DeWalt’s compensation package, including salary and bonuses,
were not discussed until August 12, 2010. (See Pltfs’ Opp. to Defs’ Sep. St. MF 121.)32 Thus,
31
   See Depo. DeWalt at 47:20-48:4, Exh. 14 to Decl. R. Atwood in Opp. to Defs’ MSJ.
32
   Plaintiffs attempt to dispute this MF by arguing that during the June 10, 2010 meeting, James and DeWalt
discussed DeWalt’s post-merger employment at McAfee, and Intel’s June 11, 2010 offer letter expressly indicated
that Intel intended to retain McAfee management. Again however, DeWalt’s continued employment does not, by
itself, demonstrate a disqualifying conflict of interest, and Plaintiffs do not dispute that specific terms like salary
and bonuses were not discussed earlier.


                                                          10
there is no basis in the evidence to accept Plaintiffs’ position that DeWalt was acting in his
own self-interest at the time of the Project Inca discussions, rather than out of a motivation to
maximize share prices for the benefit of all McAfee shareholders.

Defendants maintain DeWalt actually concealed nothing and that he did inform McAfee’s
Chairman of the Board, Charles Robel, of the March 4, 2010 meeting with Intel. (Defs’ MF
155.) Defendants submit that Board member Lorrie Norrington testified that “as part of the
conversations about all of our strategic alternatives…Intel [was] in the …set of…large
companies that we were talking to that could…do everything from create a joint partnership all
the way through purchase McAfee.” (Defs’ MF 157.) Plaintiffs dispute these assertions by
arguing: (1) DeWalt did not notify the McAfee Board of any discussions between McAfee
management and representatives of Intel concerning Intel’s potential acquisition of McAfee
occurring prior to June 10, 2010; (2) when DeWalt notified the McAfee Board of Intel’s offer,
they were “shocked” and “surprised”; and (3) when DeWalt received Intel’s initial offer letter,
the McAfee Board “hadn’t even considered putting the company in play” and was “focused on
running the business” (Plfts’ MF 222, 260, 262).

The dispute here seems to be whether DeWalt should have disclosed the substance of specific
communications during March-May 2010, and whether his failure to do so left McAfee at a
strategic disadvantage in assessing the Intel offer. However, as discussed above, DeWalt was
not an interested director during the March-May 2010 negotiations. Moreover, the evidence
shows that DeWalt promptly communicated the June 11, 2010 offer to Robel, who then called
a special meeting of the Board of Directors for June 12, 2010 (Defs’ MF 50, 52-55, 58), and
that McAfee proceeded to consider the offer for several weeks, with the assistance of financial
and legal advisors. Plaintiffs submit no evidence to suggest that McAfee was at a strategic
disadvantage due to DeWalt’s failure to disclose specific details of the Project Inca
discussions, especially since the Board already knew about Patmos, the history of McAfee and
Intel’s business partnerships, and synergies presented to the McAfee Board by Morgan Stanley
in mid-June 2010. (See Defs’ MF 40, 62-66.) The fact that members of the McAfee Board
expressed initial surprise by Intel’s June 11, 2010 offer (Pltfs’ Opp. to Defs’ Sep. St. MF 260,
261) says nothing about whether McAfee was at a strategic disadvantage over the ensuing
weeks in evaluating the offer from Intel.

Regarding the post-June 11 negotiations, Plaintiffs argue that DeWalt rejected James’ offer
without discussing the matter with the McAfee Board or the company’s advisors to cause the
McAfee Board to abandon the price range it had determined to be fair and settle for a lower
price. However, this argument is difficult to reconcile with Plaintiffs’ theory that DeWalt’s
main objective was to facilitate the sale of McAfee. Moreover, it is undisputed that in refusing
James’ $50 offer, DeWalt sought a higher price in the “$52 to $54” range (Pltfs’ Opp. to Defs’
Sep. St. MF 82). Thus, DeWalt’s refusal cannot be reasonably construed as anything but
negotiating for an authorized, higher amount, not an effort to drive McAfee’s expectations
lower.

Regarding the proxy disclosures, Plaintiffs do not address Defendants’ point that any
disclosure violation cannot be remedied by monetary damages or injunctive relief. “[A] breach
of the disclosure duty leads to irreparable harm.. . . [O]nce this irreparable harm has occurred-
-i.e., when shareholders have voted without complete and accurate information--it is, by
definition, too late to remedy the harm. . . . [T]he right to cast an informed vote is ‘peculiar’
and specific and it cannot be adequately quantified or monetized.” (In re Transkaryotic

                                                11
Therapies, Inc. (Del. Ch. 2008) 954 A.2d 346, 360-361, original italics.) Both parties cite to
the In re Transkaryotic case, where the Delaware Court of Chancery held that it could not
“grant monetary or injunctive relief for disclosure violations in connection with a proxy
solicitation in favor of a merger three years after that merger has been consummated and where
there is no evidence of a breach of the duty of loyalty or good faith by the directors who
authorized the disclosures.” (Id. at p. 362.) Here too, Plaintiffs have failed to raise a triable
issue of material fact regarding the Individual Defendants’ breaches of their duty of loyalty or
good faith, and it is nearly two years after the shareholder vote approving the transaction.
Plaintiffs argue that summary judgment of the disclosure allegations cannot be granted because
these allegations are a subset of the breach of fiduciary duty claim. However, the Court has
already found the absence of a triable issue of material fact on the Individual Defendants’ duty
of loyalty and good faith in approving the merger, which leaves the disclosure and deal
protection allegations as the only remaining allegations to support the claim and prevent
summary judgment.

Plaintiffs do not challenge Defendants’ motion regarding the deal protection provisions other
than to argue that this issue (like the proxy disclosure issue) is not suitable for summary
judgment because it is part of the breach of fiduciary duty claim. Plaintiffs dispute
Defendants’ MF 118 “inasmuch as defendants omit reference to the termination fees that
accompanied the ‘fiduciary out’ provision.” However, Plaintiffs do not substantively challenge
the fairness or reasonableness of the termination fee provision.

For all of these reasons, the Court finds that Plaintiffs fail to raise a triable issue of material
fact regarding the Individual Defendants’ and DeWalt’s breaches of fiduciary duty. Because
the Individual Defendants and DeWalt are entitled to summary judgment on the breach of
fiduciary duty claims, McAfee and Intel cannot be liable for aiding and abetting. (See Manzo
v. Rite Aid Corp. (Del. Ch. 2002) 2002 Del. Ch. LEXIS 147, at *21-22.)

The motion for summary judgment is GRANTED.


                                             - oo0oo -




                                                 12
Calendar line 4

Case Name: Ashraf v. Fortinet
Case No.: 1-10-CV-185571

On a motion for preliminary approval, “[t]he judge must make a preliminary determination on
the fairness, reasonableness, and adequacy of the settlement terms and must direct the
preparation of notice of the certification, proposed settlement, and date of the final fairness
hearing.” (Manual for Complex Litigation, Fourth (2004) § 21.632.) “[A] presumption of
fairness exists where: (1) the settlement is reached through arm’s-length bargaining; (2)
investigation and discovery are sufficient to allow counsel and the court to act intelligently; (3)
counsel is experienced in similar litigation; and (4) the percentage of objectors is small.
 [Citation.]” (Dunk v. Ford Motor Co. (1996) 48 Cal.App.4th 1794, 1802.)

In this case the standards for preliminary approval have been met. Plaintiffs’ Motion for
preliminary approval of class action settlement is GRANTED. The Court adopts the schedule
proposed by Plaintiffs for the mailing of notices, deadlines for objections, filing of motion for
fees and costs, and responses. A final fairness hearing is scheduled for Friday, December 14,
2012 at 9:00 A.M.

                                             - oo0oo -
Calendar line 5

                  - oo0oo -
Calendar line 6

                  - oo0oo -
Calendar line 7

                  - oo0oo -
Calendar line 8

                  - oo0oo -
Calendar line 9

                  - oo0oo -
Calendar line 10

                   - oo0oo -
Calendar line 11

                   - oo0oo -
Calendar line 12

                   - oo0oo -
Calendar line 13

                   - oo0oo -
Calendar line 14

                   - oo0oo -
Calendar line 15

                   - oo0oo -
Calendar line 16

                   - oo0oo --
Calendar line 17

                   - oo0oo -
Calendar line 18

                   - oo0oo -
Calendar line 19

                   - oo0oo -
Calendar line 20

                   - oo0oo -
Calendar line 21

                   - oo0oo -
Calendar line 22

                   - oo0oo -
Calendar line 23

                   - oo0oo -
Calendar line 24

                   - oo0oo -
Calendar line 25

                   - oo0oo -

								
To top