Declaration of Brian C. Kerr ISO Plaintiffs - Gilardi & Co, LLC

1
2
3
4
5
6
BRODSKY & SMITH, LLC
JASON L. BRODSKY
EVAN J. SMITH
9595 Wilshire Boulevard, Suite 900
Beverly Hills, CA 90212
Telephone: (877) 534-2590
Facsimile: (310) 247-0160
Email: jbrodsky@brodsky-smith.com
esmith@brodsky-smith.com
Counsel for Plaintiffs
7
8
9
SUPERIOR COURT OF THE STATE OF CALIFORNIA
COUNTY OF SAN MATEO
10
11
12
13
14
15
16
17
18
IN RE SUCCESSFACTORS, INC
SHAREHOLDER LITIGATION
This Document Relates To:
ALL ACTIONS.
)
)
)
)
)
)
)
)
)
)
)
)
)
)
Lead Case No. CIV 510279
CLASS ACTION
DECLARATION OF BRIAN C. KERR IN
SUPPORT OF PLAINTIFFS’ MOTION FOR
FINAL APPROVAL OF CLASS
SETTLEMENT AND AWARD OF
ATTORNEYS’ FEES AND EXPENSES
DATE: November 16, 2012
TIME: 11:00 a.m.
DEPT.: 2
JUDGE: Hon. Marie S. Weiner
Date Action Filed: December 14, 2011
19
20
21
22
23
24
25
26
27
28
DECLARATION OF BRIAN C. KERR ISO MOTION FOR FINAL APPROVAL OF CLASS SETTLEMENT
AND AWARD OF ATTORNEYS’ FEES AND EXPENSES

1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
I, BRIAN C. KERR, being first duly sworn, deposes and says:
1. I am an attorney licensed to practice in the state of New York and am a Director
at the law firm of Brower Piven, A Professional Corporation, Interim Class Counsel for Plaintiffs
in this matter. I have personal knowledge of the facts set forth herein and if called as a witness
could and would testify competently to these facts under oath.
INTRODUCTION AND OVERVIEW
2. The parties to the above captioned action, after extensive arm’s-length
negotiations between all counsel, who are experienced and qualified in this type of complex
litigation and the issues covered by the instant litigation, have reached a proposed settlement of
this action which is memorialized in the Stipulation of Settlement (“Stipulation”).
3. Plaintiffs make this motion seeking Final Approval of the Class Settlement and an
Award of Attorneys’ Fees and Expenses, in connection with the terms of the Stipulation between
and among the parties of this action (“State Action”), which will also resolve the action Israni v.
Dalgaard, Case No. CV12-0076-JSW, filed in the United States District Court for the Northern
District of California (“Federal Action”) (collectively, “Actions”). The Stipulation calls for,
among other things, dismissal of the State Action, with prejudice.
4. Plaintiffs’ Counsel, prior to reaching a proposed settlement with defense counsel,
extensively investigated Plaintiffs’ claims, including: (i) researching, drafting, and amending
complaints against the Defendants for conduct related to the Merger; (ii) monitoring and
reviewing public filings, news, and analyst reports; (iii) reviewing confidential, non-public
documents produced by SuccessFactors, Inc. (“SuccessFactors”) to Plaintiffs’ counsel in the
State Action in response to Plaintiffs’ requests; and (iv) retaining and working with a financial
expert to analyze Plaintiffs’ claims and the documents produced by SuccessFactors and to help
formulate Plaintiffs’ demands for additional disclosures to be made to shareholders in the proxy.
Plaintiffs, through their counsel, have completed a thorough investigation of the claims and
allegations asserted in the Actions, as well as the underlying events and transactions relevant to
those claims and allegations. Plaintiffs’ Counsel believes that the claims asserted have merit
based on proceedings to date, but recognize that Defendants would continue to vigorously assert
- 1 -
DECLARATION OF BRIAN C. KERR ISO MOTION FOR FINAL APPROVAL OF CLASS SETTLEMENT
AND AWARD OF ATTORNEYS’ FEES AND EXPENSES

1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
legal and factual defenses to the claims. Plaintiffs’ Counsel have concluded that the proposed
Settlement is fair, reasonable and adequate to the Class and that it is reasonable to pursue the
Settlement of the Actions based upon the procedures outlined herein and the substantial benefits
provided to the proposed class. Plaintiffs’ entry into the Settlement is not an admission as to the
lack of merit of their claims.
FACTUAL AND PROCEDURAL BACKGROUND
5. On December 3, 2011, SuccessFactors and SAP jointly announced that they had
entered into a definitive merger agreement (“Merger Agreement”) pursuant to which SAP,
through its wholly-owned subsidiary Saturn, would acquire the stock of SuccessFactors in a cash
Tender Offer (“Tender Offer”) in which SuccessFactors shareholders would receive $40.00 in
cash per share for each share of SuccessFactors common stock (“Merger”).
6. On December 8, 2011 and December 14, 2011, two actions were filed in the State
Court, alleging, among other things, that SuccessFactors and its board of directors had breached
their fiduciary duties in connection with their consideration and approval of the Merger and that
SAP and Saturn had aided and abetted those breaches of fiduciary duty. These two actions
sought, among other things, monetary damages and an order enjoining the consummation of the
Merger: Peretti v. Burgum, et al., Case No. CIV 510279, and Steamfitters Local 449 Pension
Plan v. Burgum, et al., Case No. CIV 510436.
7. On December 16, 2011, SAP commenced the Tender Offer with the filing of a
Tender Offer Statement on Schedule TO with the Securities and Exchange Commission
(“SEC”), and SuccessFactors filed with the SEC a Solicitation/Recommendation Statement on
the 14D-9.
8. Starting on December 22, 2011, counsel for plaintiffs in the actions that had been
filed to date informally requested discovery of the Defendants, and counsel for Plaintiffs and
Defendants subsequently negotiated mutually acceptable terms for the initial production of
documents by Defendants to Plaintiffs.
9. On December 28, 2011, the State Court consolidated the Peretti and Steamfitters
actions as In re SuccessFactors, Inc., Shareholder Litigation, Case No. CIV 510279 (“State
- 2 -
DECLARATION OF BRIAN C. KERR ISO MOTION FOR FINAL APPROVAL OF CLASS SETTLEMENT
AND AWARD OF ATTORNEYS’ FEES AND EXPENSES

1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
Action”), appointed Brower Piven, A Professional Corporation and Milberg LLP as interim colead
counsel for the putative class, and ordered that its order would apply to any actions
subsequently filed in the State Court arising out of the same or similar facts alleged in the State
Action.
10. On December 30, 2011, a third, similar action was filed in the State Court: Booth
Family Trust v. SuccessFactors, Inc., Case No. CIV 510800. This case was subsequently
consolidated into the State Action.
11. Beginning on January 4, 2012, pursuant to negotiations among counsel for the
parties, SuccessFactors produced certain confidential, nonpublic documents to Plaintiffs’ counsel
in the State Action in response to Plaintiffs’ requests. This production was governed by a
Stipulation and Protected Order that had been negotiated by the parties
12. On January 5, 2012, Plaintiffs in the State Action filed a Consolidated Complaint,
which sought, among other things, injunctive relief relating to allegations that the 14D-9 filed by
SuccessFactors was false and misleading to the extent that it failed to provide and/or omitted
certain material information to permit SuccessFactors shareholders to make an informed decision
with respect to the Tender Offer
13. On January 5, 2012, an action was filed in the Federal Court, that made
substantially similar allegations to the allegations contained in the Consolidated Complaint in the
State Action, and which sought relief substantially identical to the relief sought in the State
Action: Israni v. Dalgaard, Case No. CV12-0076-JSW (“Federal Action”). The Federal Action
and the State Action are hereafter referred to collectively as the “Actions.” This Federal Action
would be voluntarily dismissed on January 18, 2012.
14. All defendants in the Actions (“Defendants”) and all plaintiffs in the Actions
(“Plaintiffs,” and, together with Defendants, the “Parties”), through their respective counsel,
engaged in extensive arm’s-length negotiations concerning a possible settlement of the Actions
and Plaintiffs’ demands for further disclosure to SuccessFactors shareholders in connection with
the Tender Offer.
- 3 -
DECLARATION OF BRIAN C. KERR ISO MOTION FOR FINAL APPROVAL OF CLASS SETTLEMENT
AND AWARD OF ATTORNEYS’ FEES AND EXPENSES

1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
15. After these negotiations, the Parties reached an agreement regarding the
settlement of the Actions, set forth initially in a January 12, 2012 Memorandum of
Understanding (“MOU”), which was subject to confirmatory discovery in the nature of
depositions, and then in the Stipulation.
16. On January 13, 2012, SuccessFactors filed Amendment No. 4 to the 14D-9 with
the SEC, which Plaintiffs aver substantially and materially amended and supplemented the 14D-
9. This amendment was a result of the prosecution of the Actions, and in particular the claims
raised by Plaintiffs in the Consolidated Complaint, which provided stockholders with additional
information concerning the Merger
17. The Tender Offer expired on January 18, 2012. The Merger was consummated on
February 22, 2012.
TERMS OF THE SETTLEMENT
18. As explained in the moving papers, Plaintiffs litigated this class action
shareholder litigation aggressively, and after SuccessFactors produced confidential, nonpublic
documents to Plaintiffs’ Counsel in the State Action, engaged in vigorous, arm’s-length
negotiations.
19. As a result of Plaintiffs’ efforts connected to the filing and prosecution of these
Actions, as well as the extensive discussions and arm’s-length negotiations by and among the
Parties, SuccessFactors agreed to file a series of highly informative supplemental disclosures
(“Supplemental Disclosures”) of information to address the claims Plaintiffs raised in the
Consolidated Complaint and to provide shareholders with important additional information
concerning the Merger.
20. The Supplemental Disclosures are from the Amendment No. 4 to Schedule 14D-9
(“14D-9”) that SuccessFactors filed with the SEC on January 13, 2012, which amended and
supplemented the 14D-9 filed with the SEC on December 16, 2011. The Supplemental
Disclosures provided SuccessFactors’ stockholders with the following additional, material
information, which has been more fully set forth in the previously filed Exhibit A to the
Stipulation:
- 4 -
DECLARATION OF BRIAN C. KERR ISO MOTION FOR FINAL APPROVAL OF CLASS SETTLEMENT
AND AWARD OF ATTORNEYS’ FEES AND EXPENSES

1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
A. The vested options held by directors Harris, McGlashan, Dunn,
Nelson, Burgum and Dalgaard as of December 12, 2011 were 8,110;
48,992; 48,992; 78,922, 78,992; and 1,217,903, respectively;
B. The fact that after SAP AG’s initial contacts with the Company in
September 2011 and prior to December 2, 2011, SAP AG indicated to
Mr. Dalgaard that it intended to ask him to lead SAP AG’s cloud
business and to continue to serve as CEO of SuccessFactors after
consummation of a transaction. However, no terms of any such
possible employment were suggested or negotiated, and no binding
agreement had been reached in this regard. The chairperson of SAP
AG’s supervisory board, Hasso Plattner, had recommended that Mr.
Dalgaard be appointed to SAP AG’s executive board; however, there
was also no binding agreement between SAP AG and Mr. Dalgaard
regarding this appoint and such appointment is subject to the decision
of the SAP AG supervisory board;
C. The fact that the Board considered Morgan Stanley and two other
well-known financial advisory firms as potential financial advisor
candidates, but ultimately decided that Morgan Stanley was in the best
position to render advice to the Company;
D. The fact that the potential strategies considered by the Board as of
October 28, 2011 included, among other things, a standalone strategy,
a merger with other industry participants, and a strategy of acquiring
other companies through a number of smaller acquisitions;
E. The fact that the Board considered the risks and potential impact of
conducting a pre-signing market check, including the possibility that
SAP AG might withdraw from discussions or that leaks of information
that would be adverse to the Company or its business could occur;
F. The fact that of the eleven companies the Board considered, only three
were viewed as potentially alternative bidders;
G. The fact that before the Board decided to enter into exclusive
negotiations with SAP AG for a period of 30 days after receiving SAP
AG’s second non-binding written indication of interest, the Board
determined that other potential bidders were capable of submitting a
topping offer if they chose to do so and would not be unreasonably
deterred from bidding after the announcement of a transaction with
SAP AG;
H. The fact that when making the $40.00 per share counter proposal
before entering exclusive negotiations with SAP AG, the Board
determined that a counter proposal of $40.00 per share reflected an
appropriate balance of increasing value for shareholders without
prompting SAP AG to terminate discussions;
- 5 -
DECLARATION OF BRIAN C. KERR ISO MOTION FOR FINAL APPROVAL OF CLASS SETTLEMENT
AND AWARD OF ATTORNEYS’ FEES AND EXPENSES

1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
I. The Company’s Public Trading Comparables Analyses were
supplemented to include the low, mean, median and high summary
statistics with respect to (i) Aggregate Value to Estimated 2012
Revenue and (ii) Price to Estimated 2012 Free Cash Flow per Share;
J. The Company’s Discounted Cash Flow Analysis was supplemented to
include Morgan Stanley’s definition of unlevered free cash flow;
K. The Company’s Discounted Cash Flow Analysis was amended to state
that stock-based compensation expense was treated as an expense in
connection with Discounted Cash Flow Analysis;
L. The Company’s Discounted Cash Flow Analysis was amended to state
that Morgan Stanley calculated the net present value of “unlevered”
free cash flows for the Company for the years 2012 through 2021 and
calculated terminal values in the year 2021 based on a terminal
perpetual growth rate ranging from 2% to 4% and that “Morgan
Stanley selected these perpetuity growth rates based on the application
of its professional judgment”;
M. The Analysis of Precedent Transactions was supplemented to provide
the announced dates for each of the selected transactions, as well as to
provide the low, mean, median and high for NTM revenue multiples;
N. The fact that three-quarters of Morgan Stanley’s $20 million fee for its
services was contingent on the consummation of the offer;
O. The fact that Morgan Stanley utilized Management High Growth
Scenario, Management Commit Scenario and Management Target
Scenario in connection with its Discounted Cash Flow Analysis;
P. The fact that the potential acquisition of Jobs2Web, Inc. by the
Company had not closed when the Projections (as defined in the 14D-
9) were prepared and that the acquisition of Jobs2Web, Inc. was not
expected to be material to the Company’s results;
Q. “Stock Based Compensation Incentives” for the years 2012-2015 were
added to the Management Commit Scenario, the Management Target
Scenario, and the Management High Growth Scenario; and
R. Management High Growth Scenario was supplemented to disclose
additional information about certain projections for 2016 through
2021, including, among other things, that they were developed by an
extrapolation of 2015 estimates based on 2015 growth and margin
performance in each of the Management Commit Scenario, the
Management Target Scenario and the Management High Growth
Scenario reflecting lower growth and higher margins in the later years.
Examples are also provided.
- 6 -
DECLARATION OF BRIAN C. KERR ISO MOTION FOR FINAL APPROVAL OF CLASS SETTLEMENT
AND AWARD OF ATTORNEYS’ FEES AND EXPENSES

1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
21. In the Stipulation, Defendants acknowledge that the filing and prosecution of the
Actions and discussions with Plaintiffs’ Counsel were the sole causes of SuccessFactors’s
decision to make the Supplemental Disclosures noted above. See also Stipulation, Section 2.2
22. Pursuant to the terms of the MOU, the parties agreed that the Plaintiffs’ Counsel
could conduct reasonable confirmatory discovery in the nature of depositions to confirm the
fairness, reasonableness, and adequacy of the Settlement. The depositions provided background
on the process leading up to the negotiation and approval of the Merger and its terms, along with
any consideration or analysis performed in connection with other potential strategic alternatives
to the Merger.
23. Plaintiffs deposed Eric Dunn, an independent member of the SuccessFactors
Board of Directors on June 19, 2012 to confirm that the process was fair and that the Board
understood their fiduciary duties to the shareholder class. Based on the testimony of Mr. Dunn,
Plaintiffs’ Counsel believe that there is evidence that could be used to support Defendants’
contentions that the Board acted consistent with their fiduciary duties by considering multiple
strategic alternatives and engaging in negotiations that resulted in SAP increasing its initial offer
of $34 per share to $40 per share. Plaintiffs also deposed on June 19 the Company’s financial
advisor Owen O’Keefe, Executive Director, Technology M&A at Morgan Stanley (one of the
lead bankers working on the Merger) to confirm that the merger consideration was fair from a
financial point of view. Based on the testimony of Mr. O’Keefe, Plaintiffs’ Counsel believe that
there is evidence that could be used to support Defendants’ contentions that the Board considered
multiple strategic alternatives and other potential buyers, that the offer price from SAP exceeded
the multiples on key metrics of all precedent transactions, and the proposed transaction was fair
from a financial point of view when using SuccessFactors’ management’s projections.
24. Plaintiffs, through their counsel, have completed a thorough investigation of the
claims and allegations asserted in the Actions, as well as the underlying events and transactions
relevant to those claims and allegations. Plaintiffs’ Counsel believes that their claims have merit
based on proceedings to date, but recognize that Defendants would continue to assert legal and
factual defenses to their claims. Plaintiffs’ Counsel have concluded that the proposed Settlement
- 7 -
DECLARATION OF BRIAN C. KERR ISO MOTION FOR FINAL APPROVAL OF CLASS SETTLEMENT
AND AWARD OF ATTORNEYS’ FEES AND EXPENSES

1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
is fair, reasonable and adequate to the Class and that it is reasonable to pursue the Settlement of
the Actions based upon the procedures outlined herein and the substantial benefits provided to
the proposed class. Plaintiffs’ entry into the Settlement is not an admission as to the lack of merit
of their claims.
25. Defendants have denied, and continue to deny, that they have committed or aided
and abetted in the commission of any violation of law or engaged in any of the alleged wrongful
acts, and expressly maintain that they diligently and scrupulously complied with their fiduciary
and other legal duties. Defendants deny and do not concede the materiality of any of the
additional disclosures provided for in the Settlement. Defendants are entering into the Stipulation
solely because the proposed Settlement would eliminate the burden and expense of further
litigation.
NOTICE TO CLASS MEMBERS
26. Pursuant to the Stipulation, the parties agreed to a form and manner of mailing
notice to the Class. Both the form and manner of notice are typical of the form and manner of
notice sent in other similar class actions.
27. On August 21, 2012, the Court granted preliminary approval of the settlement (the
“Preliminary Approval Order”), and directed that notice be mailed to the Class, and to make
copies of the notice available to any record holder for distribution to beneficial holders. Pursuant
to the Preliminary Approval Order, these notices have been mailed by United States mail,
postage pre-paid, to any and all record holders and beneficial owners of any share(s) of
SuccessFactors common stock at any time between and including December 3, 2011 and
February 22, 2012, the date of consummation of the Merger, as set forth in the books and records
maintained by or on behalf of SuccessFactors, at their respective addresses set forth in such
records.
28. Although the November 2, 2012 deadline for objections has not yet passed, to
date, there have been no objections from any member of the Class to the negotiated amount of
attorneys’ fees and expenses.
THE AWARD OF FEES AND EXPENSES
- 8 -
DECLARATION OF BRIAN C. KERR ISO MOTION FOR FINAL APPROVAL OF CLASS SETTLEMENT
AND AWARD OF ATTORNEYS’ FEES AND EXPENSES

1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29. After agreeing to the terms set forth in the MOU, the Parties negotiated the
amount of attorneys’ fees and costs that Plaintiffs’ Counsel could request this Court to award to
them as their fees and costs in connection with all of the Actions. As a result of those
negotiations, the Parties agreed that Plaintiffs’ Counsel may apply for an award for attorneys’
fees and expenses in the aggregate amount of $550,000.
30. When Plaintiff’s counsel undertook this case, they knew that they would be
devoting many hours of hard work to the prosecution of a difficult case, without any assurance of
receiving any fees or even reimbursement for their out-of-pocket expenses.
31. In prosecuting this case, Plaintiffs’ Counsel expended an aggregate of 660.2 hours
at their current hourly rates. Plaintiffs’ Counsel incurred aggregate costs of $30,604.69
associated with the prosecution of this litigation. A reasonable lodestar calculation therefore
totals $389,348.50.
32. In my experience, the fee of $550,000, which includes expenses and which was
negotiated at arm’s-length between the parties to this case, is a fair and reasonable fee for a hardfought
case of this nature.
OBSERVATIONS CONCERNING THE SETTLEMENT
33. Plaintiffs’ Counsel are experienced in complex litigation such as this and have
been appointed as lead counsel in numerous nationwide class actions. Plaintiffs’ Counsel have a
successful track record in litigating major class actions and merger and acquisition litigation
matters.
34. In light of this extensive experience, Plaintiffs’ Counsel believes that the
Settlement is fair, reasonable, and adequate, and in the Class’ best interest, and that the benefits
secured by the Settlement far outweigh the risks, delays and costs of continued litigation.
35. Both the litigation and the negotiations surrounding the settlement were intensive
and hotly contested. There was no fraud or collusion in this action.
36. Although the November 2, 2012 deadline for objections has not yet passed, to
date, no objections to the Settlement or the negotiated amount of attorneys’ fees and expenses
have been received by Plaintiffs’ Counsel, and none appear to have been filed with the Court.
- 9 -
DECLARATION OF BRIAN C. KERR ISO MOTION FOR FINAL APPROVAL OF CLASS SETTLEMENT
AND AWARD OF ATTORNEYS’ FEES AND EXPENSES

Plaintiffs' Counsel will address any objections that are received following this submission once
2
3
4
5
6
7
8
9
10
11
12
13
14
J5
16
17
18
19
20
21
the deadline for objections has passed. A relatively small number of objections from Class
Members would weigh in favor ofapproval ofthe Settlement.
37. For all ofthese reasons, Plaintiffs' Counsel submit that the proposed Settlement is
fair, reasonable, and adequate to the Class and Plaintiffs' Counsel respectfully request that the
Court enter the proposed Order and Final Judgment.
38. Attached hereto as Exhibits A through E are true and correct copies of the
following:
• Exhibit A - Declaration of Brian C. Kerr In Support of Brower Piven, A
Professional Corporation's Fees and Expenses.
• Exhibit B - Declaration of Jeff S. Westerman In Support of Milberg LLP's Fees
and Expenses.
• Exhibit C - Declaration of Jennifer Sarnelli In Support of Gardy & Notis, LLP's
Fees and Expenses.
• Exhibit D - Declaration of Evan J. Smith In Support of Brodsky & Smith, LLC's
Fees and Expenses.
• Exhibit E - Declaration of Joshua C. Ezrin In Support of Audet & Partners, LLP's
Fees and Expenses.
I declare under penalty of perjury under the laws ofthe State ofNew York and the United
States of America that the foregoing is true and correct. Executed this 12th day of October 2012,
in New York, New York.
22
23
24
25
26
27
28
- 10 ­
DECLARATION OF BRIAN C. KERR ISO MOTION FOR FINAL APPROVAL OF CLASS SETTLEMENT
AND AWARD OF ATTORNEYS' FEES AND EXPENSES

EXHIBIT “A”

EXHIBIT “B”

1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
MILBERG LLP
JEFF S. WESTERMAN (SBN 94559)
DAVID E. AZAR (SBN 218319)
One California Plaza
300 South Grand, Suite 3900
Los Angeles, California 90071
Telephone: (213) 617-1200
Facsimile: (213) 617-1975
Email: jwesterman@milberg.com
dazar@milberg.com
BROWER PIVEN
A Professional Corporation
DAVID A.P. BROWER
BRIAN C. KERR
488 Madison Avenue, Eighth Floor
New York, NY 10022
Tel: (212) 501-9000
Fax: (212) 501-0300
Email: brower@browerpiven.com
kerr@browerpiven.com
Interim Class Counsel for Plaintiffs
IN RE SUCCESSFACTORS, INC
SHAREHOLDER LITIGATION
This Document Relates To:
ALL ACTIONS.
SUPERIOR COURT OF THE STATE OF CALIFORNIA
COUNTY OF SAN MATEO
)
)
)
)
)
)
)
)
)
)
)
)
)
)
Lead Case No. CIV 510279
CLASS ACTION
DECLARATION OF JEFF S.
WESTERMAN IN SUPPORT OF
MILBERG LLP’S FEES AND EXPENSES
DATE: November 16, 2012
TIME: 11:00 a.m.
DEPT.: 2
JUDGE: Hon. Marie S. Weiner
Date Action Filed: December 14, 2011
24
25
26
27
28
1
DECLARATION OF JEFF S. WESTERMAN IN SUPPORT OF MILBERG LLP’S FEES AND EXPENSES

1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
I, JEFF S. WESTERMAN, being first duly sworn, deposes and says:
1. I am an attorney licensed to practice in the state of California and am a Partner at
the law firm of Milberg LLP, one of the counsel of record and Plaintiffs’ Counsel. I submit this
declaration in support of my firm’s application for an award of attorneys’ fees in connection with
services rendered in this litigation, as well as the reimbursement of expenses incurred by my firm
in connection with this litigation.
2. My firm represented Plaintiff Steamfitters Local 449 Pension Plan and was
appointed as counsel for the Class in this class action.
3. The schedule attached hereto as Exhibit 1 is a detailed summary indicating the
amount of time spent by the partners, attorneys and professional support staff of my firm who
were involved in this litigation, and the lodestar calculation based on my firm’s current billing
rates. For personnel who are no longer employed by my firm, the lodestar calculation is based
upon the billing rates for such personnel in his or her final year of employment by my firm. The
schedule was prepared from daily time records regularly prepared and maintained by my firm,
which are available at the request of the Court for review in camera. 1 Time expended in
preparing this application for fees and reimbursement of expenses has not been included in this
request.
4. The hourly rates for the partners, attorneys, and professional support staff in my
firm included in Exhibit 1 are the same as the regular current rates charged for their services in
non-contingent matters and/or which have been accepted and approved in other class or
shareholder litigation.
5. The total number of hours expended on this litigation by my firm is 376.75 hours.
The total lodestar for my firm is $210,893.75, consisting of $179,362.50 for attorneys’ time and
$31,531.25 for professional support staff time.
25
26
27
28
1 These records may include information concerning privileged and/or confidential attorney-client
communications or work product.
2
DECLARATION OF JEFF S. WESTERMAN IN SUPPORT OF MILBERG LLP’S FEES AND EXPENSES

1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
6. My firm's lodestar figures are based upon the firm's billing rates, which rates do
not include charges for expense items. Expense items are billed separately and such charges are
not duplicated in my firm's billing rates.
7: As detailed in Exhibit 2, my firm has incurred a total of $15,299.23 in unreimbursed
expenses in connection with the prosecution of this litigation.
8. The expenses incurred in this action are reflected on the books and records of my
firm, which are available at the request of the Court. These books and records are prepared from
expense vouchers, check records and other source materials and represent an accurate
recordation of the expenses incurred. Third-party expenses are not marked up.
9. With respect to the standing of counsel in this case, attached hereto as Exhibit 3 is
a brief biography of my firm and attorneys in my firm who were principally involved in this
litigation.
I declare under penalty of perjury that the foregoing is true and correct. Executed this
12th day of October, 2012, at Los Angeles, California. „~,------1
S. WESTERMAN
18
19
20
21
22
23
24
25
26
27
28
3
DECLARATION OF JEFF S. WESTERMAN IN SUPPORT OF MILBERG LLP'S FEES AND EXPENSES

1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
EXHIBIT 1
In re SuccessFactors, Inc. Shareholders Litigation, Lead Case No. Civ 510279
MILBERG LLP
TIME REPORT — INCEPTION THROUGH SEPTEMBER 30, 2012
Name
Total
Hrs.
Hourly
Rate
Total
Lodestar
PARTNERS:
Paul J. Andrejkovics 55.25 $625 $34,531.25
David Azar 19.00 $550 $10,450.00
Kent Bronson 5.00 $575 $2,875.00
Benjamin Y. Kaufman 73.25 $750 $54,937.50
Jeff S. Westerman 33.75 $825 $27,843.75
ATTORNEYS:
Michelle Furukawa 2.25 $450 $1,012.50
Gloria Melwani 78.50 $525 $41,212.50
Domenico Minerva 16.25 $400 $6,500.00
PROFESSIONAL SUPPORT STAFF:
Paralegals 75.00 $300 - $325 $24,356.25
Forensic Accountants 8.00 $475 $3,800.00
Document Clerks 6.00 $300 $1,800.00
Litigation Support 2.50 $360 $900.00
Class Communications 2.00 $325 - $350 $675.00
TOTALS 376.75 $210,893.75
20
21
22
23
24
25
26
27
28
4
DECLARATION OF JEFF S. WESTERMAN IN SUPPORT OF MILBERG LLP’S FEES AND EXPENSES

1
2
3
4
5
6
7
8
9
10
11
12
13
14
Categories:
EXHIBIT 2
In re SuccessFactors, Inc. Shareholders Litigation, Lead Case No. Civ 510279
MILBERG LLP
EXPENSE REPORT — INCEPTION THROUGH SEPTEMBER 30, 2012
Amount:
Photocopies/Reproduction $15.00
Printing $319.50
Postage $59.35
Telephone $24.81
Messengers/Express Services $1,318.53
Filing/Court Fees $3,415.82
Process Servers $215.26
Lexis/Westlaw/Legal Research $1,992.06
Experts/Consultants $7,518.25
Meals, Hotels, Transportation & Travel Expenses $396.60
Secretarial Overtime/Word Processing $24.05
TOTAL EXPENSES: $15,299.23
15
16
17
18
19
20
21
22
23
24
25
26
27
28
5
DECLARATION OF JEFF S. WESTERMAN IN SUPPORT OF MILBERG LLP’S FEES AND EXPENSES

1
2
EXHIBIT 3
[FIRM RESUME AND BIOGRAPHIES]
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
6
DECLARATION OF JEFF S. WESTERMAN IN SUPPORT OF MILBERG LLP’S FEES AND EXPENSES

THE FIRM’S PRACTICE AND ACHIEVEMENTS
Milberg LLP, founded in 1965, was one of the first law firms to prosecute class actions in federal courts
on behalf of investors and consumers. The Firm pioneered this type of litigation and is widely recognized as a
leader in defending the rights of victims of corporate and other large-scale wrongdoing. The Firm’s practice
focuses on the prosecution of class and complex actions in many fields of commercial litigation, including
securities, corporate fiduciary, ERISA, consumer, False Claims Act, antitrust, bankruptcy, mass tort, and human
rights litigation. The Firm has offices in New York City, Los Angeles, and Detroit.
In its early years, the Firm built a new area of legal practice in representing shareholder interests under
the then recently amended Rule 23 of the Federal Rules of Civil Procedure, which allowed securities fraud cases,
among others, to proceed as class actions. In the following decades, the Firm obtained decisions establishing
important legal precedents in many of its areas of practice and prosecuted cases that set benchmarks in terms of
case theories, organization, discovery, trial results, methods of settlement, and amounts recovered and distributed
to clients and class members.
Important milestones in the Firm’s early years include the Firm’s involvement in the U.S. Financial
litigation in the early 1970s, one of the earliest large class actions, which resulted in a $50 million recovery for
purchasers of the securities of a failed real estate development company; the Ninth Circuit decision in Blackie v.
Barrack in 1975, which established the fraud-on-the-market doctrine for securities fraud actions; the Firm’s colead
counsel position in the In re Washington Public Power Supply System (“WPPSS”) Securities Litigation, a
seminal securities fraud action in the 1980s in terms of complexity and amounts recovered; the representation of
the Federal Deposit Insurance Corporation in a year-long trial to recover banking losses from a major accounting
firm, leading to a precedent-setting global settlement; attacking the Drexel-Milken “daisy chain” of illicit junkbond
financing arrangements with numerous cases that resulted in substantial recoveries for investors;
representing life insurance policyholders defrauded by “vanishing premium” and other improper sales tactics and
obtaining large recoveries from industry participants; and ground-breaking roles in the multi-front attack on
deception and other improper activities in the tobacco industry.
Milberg remains at the forefront in its areas of practice. Significant litigation results include: In re
Vivendi Universal, S.A. Securities Litigation (post-verdict proceedings pending with claims valued at over $1
billion); In re Tyco International, Ltd. Securities Litigation ($3.2 billion settlement); In re Nortel Networks Corp.
Securities Litigation (settlement for cash and stock valued at $1.142 billion); In re Lucent Technologies, Inc.
Securities Litigation ($600 million recovery); In re Raytheon Co. Securities Litigation ($460 million recovery); In
re Managed Care Litigation (recoveries over $1 billion and major changes in HMO practices); the In re
Washington Public Power Supply System Securities Litigation (settlements totaling $775 million), and the In re
NASDAQ Market-Makers Antitrust Litigation ($1 billion in recoveries). Milberg has been responsible for
recoveries valued at approximately $55 billion during the life of the Firm.
The Firm’s lawyers come from many different professional backgrounds. They include former judges,
professors, prosecutors, private defense attorneys, and government lawyers. The Firm’s ability to pursue claims
against defendants is augmented by its team of investigators, headed by a 27-year veteran of the Federal Bureau
of Investigation, as well as in-house staff with expertise in forensic accounting and financial analysis. In addition,
Milberg offers in-house e-discovery specialists and data hosting capabilities.
For more information, please visit www.milberg.com.
One Pennsylvania Plaza · New York, New York 10119 · T 212.594.5300 · F 212.868.1229 · milberg.com 1

JUDICIAL COMMENDATIONS
Milberg has been commended by countless judges throughout the country for the quality of its
representation.
Milberg partners played leading roles in representing class plaintiffs in a nearly four-month jury trial in In
re Vivendi Universal, S.A. Securities Litigation, No. 02-5571 (S.D.N.Y.), which in January 2010 resulted in a
jury verdict for an international class of defrauded investors (with claims valued at over $1 billion; claims
procedure pending). At the close of the trial, Judge Richard Holwell commented:
I can only say that this is by far the best tried case that I have had in my time on the bench. I
don’t think either side could have tried the case better than these counsel have.
In approving a $3.2 billion securities fraud settlement, one of the largest in history, in In re Tyco
International, Ltd. Securities Litigation, 535 F. Supp. 2d 249, 270 (D.N.H. 2007), Judge Barbadoro lauded
Milberg’s efforts as co-lead counsel:
This was an extraordinarily complex and hard-fought case. Co-Lead Counsel put massive
resources and effort into the case for five long years, accumulating [millions of dollars in
expenses] and expending [hundreds of thousands of hours] on a wholly contingent basis. But for
Co-Lead Counsel’s enormous expenditure of time, money, and effort, they would not have been
able to negotiate an end result so favorable for the class. . . . Lead Counsel’s continued, dogged
effort over the past five years is a major reason for the magnitude of the recovery. . . .
In Simon v. KPMG LLP, No. 05-3189, 2006 U.S. Dist. LEXIS 35943, at *18, 30-31 (D.N.J. June 2,
2006), a case in which Milberg served as class counsel, Judge Cavanaugh, in approving the $153 million
settlement, found that “Plaintiffs . . . retained highly competent and qualified attorneys” and that “[t]he Initial
Complaint . . . demonstrates that [Milberg] expended considerable time and effort with the underlying factual and
legal issues in this case before even filing this lawsuit. . . . Settlement discussions were conducted over a period
of some fourteen months with the supervision and guidance of Judges Politan and Weinstein, and are evidence of
[Milberg’s] appreciation of the merits and complexity of this litigation.”
In In re Lucent Technologies, Inc. Securities Litigation, 307 F. Supp. 2d 633, 641-47 (D.N.J. 2004),
Judge Pisano issued an opinion approving the $600 million settlement and complimenting Milberg’s work as colead
counsel for the class as follows:
[T]he attorneys representing the Plaintiffs are highly experienced in securities class action
litigation and have successfully prosecuted numerous class actions throughout the United States.
They are more than competent to conduct this action. Co-Lead Counsel diligently and
aggressively represented the Plaintiffs before this Court and in the negotiations that resulted in the
Settlement. . . . [T]he efforts and ingenuity of Lead Plaintiffs and Lead Counsel resulted in an
extremely valuable Settlement for the Benefit of the Class.
In In re Rite Aid Corp. Securities Litigation, 269 F. Supp. 2d 603, 611 (E.D. Pa. 2003), Judge Dalzell
commented on the skill and efficiency of the Milberg attorneys litigating this complex case:
At the risk of belaboring the obvious, we pause to say a specific word about . . . the skill and
efficiency of the attorneys involved. [Milberg was] extraordinarily deft and efficient in handling
this most complex matter. [T]hey were at least eighteen months ahead of the United States
Department of Justice in ferreting out the conduct that ultimately resulted in the write-down of
over $1.6 billion in previously reported Rite Aid earnings. . . . In short, it would be hard to equal
the skill class counsel demonstrated here.
One Pennsylvania Plaza · New York, New York 10119 · T 212.594.5300 · F 212.868.1229 · milberg.com 2

In In re IKON Office Solutions, Inc. Securities Litigation, 194 F.R.D. 166, 195 (E.D. Pa. 2000), Judge
Katz commented on Milberg’s skill and professionalism as one of plaintiffs’ co-lead counsel:
First, class counsel is of high caliber and has extensive experience in similar class action
litigation. . . . Each of the co-lead counsel firms has a national reputation for advocacy in
securities class actions, and there is no doubt that this standing enhanced their ability both to
prosecute the case effectively and to negotiate credibly. . . .
Of particular note in assessing the quality of representation is the professionalism with which all
parties comported themselves. The submissions were of consistently high quality, and class
counsel has been notably diligent in preparing filings in a timely manner even when under tight
deadlines. This professionalism was also displayed in class counsel’s willingness to cooperate
with other counsel when appropriate. . . . This cooperation enabled the parties to focus their
disputes on the issues that mattered most and to avoid pointless bickering over more minor
matters.
In In re NASDAQ Market-Makers Antitrust Litigation, 187 F.R.D. 465, 474 (S.D.N.Y. 1998), in an
opinion approving settlements totaling over $1.027 billion, Judge Sweet commented:
Counsel for the Plaintiffs are preeminent in the field of class action litigation, and the roster of
counsel for Defendants includes some of the largest, most successful and well regarded law firms
in the country. It is difficult to conceive of better representation than the parties to this action
achieved.
Judicial recognition of Milberg’s excellence is not limited to courts within the United States. In In re
Flag Telecom Holdings, Ltd. Securities Litigation, No. 02-3400 (S.D.N.Y. 2009), Milberg litigated a discovery
dispute before the English Royal High Court of Justice, Queens Bench Division, which recognized the Milberg
attorney handling the matter as a “Grade A” lawyer and a “vital cog in the machine.” Likewise, in Sharma v.
Timminco Ltd., 09-378701 (Can. Ont. Sup. Ct. 2009), Canada’s Ontario Superior Court of Justice recognized
Milberg’s “fine reputation and excellent credentials” in connection with Milberg’s representation in a securities
case pending in Canada.
Milberg has also been recognized for its commitment to public service. In lauding Milberg’s work
representing victims of the September 11th attack on the World Trade Center in connection with the September
11 Victims Compensation Fund, Special Master Kenneth R. Feinberg stated the following:
Once again, as I have learned over the years here in New York, the [Milberg] firm steps up to the
plate in the public interest time and time again. The social conscience of the [Milberg] firm,
acting through its excellent associates and partners, help deal with crises that confront the
American people and others, and I am personally in the debt of Milberg . . . for the work that it is
doing . . . . [T]hey are second among none in terms of the public interest, and I’m very, very
grateful, not only to you guys for doing this, but . . . for the firm’s willingness to help out. I
wanted to let everybody know that.
In re September 11 Victim Compensation Fund, Preliminary Hearing, Claim No. 212-003658 (Dec. 9, 2003).
One Pennsylvania Plaza · New York, New York 10119 · T 212.594.5300 · F 212.868.1229 · milberg.com 3

NOTEWORTHY RESULTS
The quality of Milberg’s representation is further evidenced by the Firm’s numerous significant
recoveries, some of which are described below. ggggggggggggggggggggggggggggggggggggggggggggggg
• In In re Vivendi Universal, S.A. Securities
Litigation, No. 02-5571 (S.D.N.Y.), Milberg
lawyers were instrumental in obtaining a jury
verdict for an international class of defrauded
investors after a trial lasting nearly four
months. The jury found Vivendi liable for 57
false or misleading class period statements. The
case is now in post-verdict proceedings. Even
with claimants who made foreign purchases
removed from the class after the Supreme
Court’s Morrison decision, total damage claims
exceed $1 billion.
• In re Initial Public Offering Securities
Litigation, No. 21-92 (S.D.N.Y.). Milberg
represented investors in 310 consolidated
securities actions arising from an alleged market
manipulation scheme. Plaintiffs alleged, among
other things, that approximately 55 defendant
investment banks, in dealing with certain of
their clients, conditioned certain allocations of
shares in initial public offerings on the
subsequent purchase of more shares in the
aftermarket, thus artificially boosting the prices
of the subject securities. This fraudulent
scheme, plaintiffs alleged, was a major
contributing factor in the now infamous
technology “bubble” of the late 1990s and early
2000s. As a member of the court-appointed
Plaintiffs’ Executive Committee, and with
certain partners appointed by the court as liaison
counsel, Milberg oversaw the efforts of
approximately 60 plaintiffs’ firms in combating
some of the most well-respected defense firms
in the nation. In granting final approval to a
$586 million settlement on October 5, 2009, the
court described the law firms comprising the
Plaintiffs’ Executive Committee as the “cream
of the crop.”
• Carlson v. Xerox, No. 00-1621 (D. Conn).
Milberg served as co-lead counsel in this
lawsuit, which consolidated 21 related cases
alleging violations of the federal securities laws.
Plaintiffs alleged that Xerox and several of its
top officers reported false financial results
during the class period and failed to adhere to
the standard accounting practices the company
claimed to have followed. In the course of
litigating plaintiffs’ claims, Milberg engaged in
arduous and exhaustive factual discovery,
including review and analysis of more than four
million pages of complex accounting and
auditing documents and thousands of pages of
SEC deposition transcripts. Plaintiffs’ claims
survived three motions to dismiss and a motion
for summary judgment, ultimately resulting in a
$750 million settlement, which received final
approval on January 14, 2009.
• In re Tyco International Ltd., Securities
Litigation, MDL 1335 (D.N.H.). Milberg
served as co-lead counsel in this litigation,
which involved claims under the Securities Act
of 1933 and the Securities Exchange Act of
1934 against Tyco and its former CEO, CFO,
general counsel, and certain former directors
arising out of allegations of Tyco’s $5.8 billion
overstatement of income and $900 million in
insider trading, plus hundreds of millions of
dollars looted by insiders motivated to commit
the fraud. Plaintiffs also asserted claims under
the 1933 and 1934 Acts against
PricewaterhouseCoopers LLP for allegedly
publishing false audit opinions on Tyco’s
financial statements during the class period and
failing to audit Tyco properly, despite
knowledge of the fraud. On December 19,
2007, the court approved a $3.2 billion
settlement of the plaintiffs’ claims and praised
the work of co-lead counsel.
• In re Sears, Roebuck & Co. Securities
Litigation, No. 02-7527 (N.D. Ill.). This case
involved allegations that Sears concealed
material adverse information concerning the
financial condition, performance, and prospects
of Sears’ credit card operations, resulting in an
artificially inflated stock price. The approved
settlement provided $215 million to compensate
class members.
One Pennsylvania Plaza · New York, New York 10119 · T 212.594.5300 · F 212.868.1229 · milberg.com 4

• In re General Electric Co. ERISA Litigation,
No. 04-1398 (N.D.N.Y.). This ERISA class
action was brought on behalf of current and
former participants and beneficiaries of the
General Electric (“G.E.”) 401(k) Plan. Milberg,
serving as co-lead counsel, achieved a $40
million settlement on behalf of current and
former G.E. employees who claimed that the
company’s 401(k) Plan fiduciaries imprudently
invested more than two-thirds of the Plan’s
assets in company stock. The settlement
included important structural changes to G.E.’s
401(k) plan valued at more than $100 million.
• In re Biovail Corp. Securities Litigation, No.
03-8917 (S.D.N.Y.). Milberg, representing
Local 282 Welfare Trust Fund and serving as
co-lead counsel, litigated this complex securities
class action brought on behalf of a class of
defrauded investors, alleging that defendants
made a series of materially false and misleading
statements concerning Canadian company
Biovail’s publicly reported financial results and
the company’s then new hypertension/blood
pressure drug, Cardizem LA. This was a highly
complex case in which counsel took numerous
depositions across the U.S. and Canada and
obtained documents from defendants and
several third-parties, including, among others,
UBS, McKinsey & Co., and Merrill Lynch.
Milberg obtained a $138 million settlement for
the class, and Biovail agreed to institute
significant corporate governance changes.
• In re Nortel Networks Corp. Securities
Litigation, No. 01-1855 (S.D.N.Y.). In this
federal securities fraud class action, Milberg
served as lead counsel for the class and the
court-appointed lead plaintiff, the Trustees of
the Ontario Public Service Employees’ Union
Pension Plan Trust Fund. In certifying the
class, the court specifically rejected the
defendants’ argument that those who traded in
Nortel securities on the Toronto Stock
Exchange (and not the New York Stock
Exchange) should be excluded from the class.
The Second Circuit denied the defendants’
attempted appeal. On January 29, 2007, the
court approved a settlement valued at $1.142
billion.
• In re American Express Financial Advisors
Securities Litigation, No. 04-1773 (S.D.N.Y.).
This case involved allegations that American
Express Financial Advisors violated securities
laws by representing to class members that the
company would provide tailored financial
advice, when the company actually provided
“canned” financial plans and advice designed to
steer clients into American Express and certain
nonproprietary mutual funds. The case settled
for $100 million, with the settlement agreement
requiring that the company institute remedial
measures.
• In re Lucent Technologies, Inc. Securities
Litigation, No. 00-621 (D.N.J.). In this federal
securities fraud action in which Milberg served
as co-lead counsel, plaintiffs alleged, inter alia,
that Lucent and its senior officers
misrepresented the demand for Lucent’s optical
networking products and improperly recognized
hundreds of millions of dollars in revenues.
The settlement provided compensation of $600
million to aggrieved shareholders who
purchased Lucent stock between October 1999
and December 2000.
• In re Raytheon Co. Securities Litigation, No.
99-12142 (D. Mass.). This case, in which
Milberg served as lead counsel, concerned
claims that a major defense contractor failed to
write down assets adequately on long term
construction contracts. In May 2004, Raytheon
and its auditor, PricewaterhouseCoopers LLP,
settled for a total of $460 million.
• In In re Rite Aid Corp. Securities Litigation,
No. 99-1349 (E.D. Pa.), in which Milberg
served as co-lead counsel, the plaintiffs asserted
federal securities fraud claims arising out of
allegations that Rite Aid failed to disclose
material problems with its store expansion and
modernization program, resulting in artificially
inflated earnings. Judge Dalzell approved class
action settlements totaling $334 million against
Rite Aid ($207 million), KPMG ($125 million),
and certain former executives of Rite Aid ($1.6
million).
• In In re CMS Energy Corp. Securities
Litigation, No. 02-72004 (E.D. Mich.), a federal
securities fraud case arising out of alleged
round-trip trading practices by CMS Energy
Corporation, Judge Steeh approved a cash
One Pennsylvania Plaza · New York, New York 10119 · T 212.594.5300 · F 212.868.1229 · milberg.com 5

settlement of more than $200 million. Milberg
served as co-lead counsel in this litigation.
• In re Deutsche Telekom AG Securities
Litigation, No. 00-9475 (S.D.N.Y.). Milberg
served as co-lead counsel in this securities class
action alleging that Deutsche Telekom issued a
false and misleading registration statement,
which improperly failed to disclose its plans to
acquire VoiceStream Wireless Corporation and
materially overstated the value of the
company’s real estate assets. On June 14, 2005,
Judge Buchwald approved a $120 million cash
settlement.
• In re CVS Corp. Securities Litigation, No. 01-
11464 (D. Mass). Milberg served as co-lead
counsel in this class action alleging that
defendants engaged in a series of accounting
improprieties and issued false and misleading
statements which artificially inflated the price of
CVS stock. On September 7, 2005, Judge
Tauro approved a $110 million cash settlement
for shareholders who acquired CVS stock
between February 6, 2001, and October 30,
2001.
• Scheiner v. i2 Technologies, Inc., No. 01-418
(N.D. Tex.). Milberg served as lead counsel in
this securities fraud case, filed on behalf of
certain purchasers of i2 common stock. The
plaintiffs alleged that certain of the company’s
senior executives made materially false and
misleading statements and omissions in i2’s
public statements and other public documents
regarding i2’s software, thereby artificially
inflating the price of i2’s common stock. In
May 2004, Milberg recovered a settlement of
$84.85 million.
• In re Royal Dutch/Shell Transport ERISA
Litigation, No. 04-1398 (D.N.J.). This was an
ERISA breach of fiduciary duty class action
against the Royal Dutch/Shell Oil Group of
Companies on behalf of certain of the
companies’ U.S. employee investment plan
participants. Notably, the $90 million settlement
included important provisions regarding the
monitoring and training of individuals
appointed to be ERISA fiduciaries.
• Milberg served as co-lead counsel in Irvine v.
ImClone Systems, Inc., No. 02-0109
(S.D.N.Y.), in which a $75 million cash
settlement was approved by the court in July
2005. Plaintiffs alleged that ImClone issued a
number of misrepresentations and fraudulent
statements to the market regarding the
likelihood of approval of the drug Erbitux,
thereby artificially inflating the price of
ImClone stock.
• In In re W.R. Grace & Co. (Official Committee
of Asbestos Personal Injury Claimants v.
Sealed Air Corp. and Official Committee of
Asbestos Personal Injury Claimants v.
Fresenius Medical Care Holdings, Inc.), Nos.
02-2210 and 02-2211 (D. Del.), Milberg acted
as lead counsel for the asbestos personal injury
and property damage committees in two
separate fraudulent conveyance actions within
the W.R. Grace bankruptcy. The actions sought
to return the assets of Sealed Air Corporation
and Fresenius Medical Care Holdings (each of
which had been Grace subsidiaries prebankruptcy)
to the W.R. Grace bankruptcy
estate. Complaints in both cases were filed in
mid-March 2002, and agreements in principle in
both cases were reached on November 27, 2002,
the last business day before trial was set to
begin in the Sealed Air matter. The two
settlements, which consisted of both cash and
stock, were valued at approximately $1 billion.
• Nelson v. Pacific Life Insurance Co., No. 03-
131 (S.D. Ga.). Milberg served as lead counsel
in this securities fraud class action arising from
allegations of deceptive sales of deferred
annuity tax shelters to investors for placement
in retirement plans that are already taxqualified.
The court approved a $60 million
settlement of claims arising from such
deception.
• The Firm was lead counsel in In re Prudential
Insurance Co. Sales Practice Litigation, No.
95-4704 (D.N.J.), a landmark case challenging
Prudential’s sales practices that resulted in a
recovery exceeding $4 billion for certain
policyholders. The settlement was approved in
a comprehensive Third Circuit decision.
• In In re NASDAQ Market-Makers Antitrust
Litigation, MDL 1023 (S.D.N.Y.), Milberg
served as co-lead counsel for a class of
investors. The class alleged that the NASDAQ
market-makers set and maintained wide spreads
One Pennsylvania Plaza · New York, New York 10119 · T 212.594.5300 · F 212.868.1229 · milberg.com 6

pursuant to an industry-wide conspiracy in one
of the largest and most important antitrust cases
in recent history. After more than three years of
intense litigation, the case settled for a total of
$1.027 billion, one of the largest antitrust
settlements at that time.
• In re Washington Public Power Supply System
(“WPPSS”) Securities Litigation, MDL 551
(D. Ariz.) was a massive securities fraud
litigation in which Milberg served as co-lead
counsel for a class that obtained settlements
totaling $775 million, the largest-ever securities
fraud settlement at that time, after several
months of trial.
• In re Exxon Valdez, No. 89-095 (D. Alaska)
and In re Exxon Valdez Oil Spill Litigation, 3
AN-89-2533 (Alaska Sup. Ct. 3d Jud. Dist.).
Milberg was a member of the Plaintiffs’
Coordinating Committee and co-chair of the
Plaintiffs’ Law Committee in the massive
litigation resulting from the Exxon Valdez oil
spill in Alaska in March 1989. Plaintiffs
obtained a jury verdict of $5 billion, which,
after years of appeals by Exxon, was reduced to
approximately $500 million by the United
States Supreme Court. Recently the United
States Court of Appeals for the Ninth Circuit
held that plaintiffs are entitled to post judgment
interest on the award in the amount of
approximately $470 million.
• In In re Managed Care Litigation, MDL 1334
(S.D. Fla.). Final approval of a settlement
between a nationwide class of physicians and
defendant CIGNA Healthcare, valued in excess
of $500 million, was granted on April 22, 2004.
A similar settlement valued in excess of $400
million involving a nationwide class of
physicians and Aetna was approved by the court
on November 6, 2003. The settlements stem
from a series of lawsuits filed in both state and
federal courts by physicians and medical
associations against many of the nation’s largest
health insurers arising from allegations that the
insurers engaged in a fraudulent scheme to
systematically obstruct, reduce, delay, and deny
payments and reimbursements to health care
providers. These settlements brought sweeping
changes to the health care industry and
significant improvements to physician-related
business practices.
• In re Sunbeam Securities Litigation, No. 98-
8258 (S.D. Fla). Milberg acted as co-lead
counsel for the class. Plaintiffs alleged that
Sunbeam, its auditor, and its management
engaged in a massive accounting fraud which
led to a restatement of over three years of
previously reported financial results. The court
approved a combined settlement of more than
$140 million, including a $110 million
settlement with Arthur Andersen LLP,
Sunbeam’s auditor. At that time, the Andersen
settlement was one of the largest amounts ever
paid by a public accounting firm to settle federal
securities claims. The settlement with the
individuals was achieved on the eve of trial, and
ended almost four years of litigation against
Andersen and Sunbeam’s insiders, including
Albert Dunlap, Sunbeam’s former Chairman
and CEO. The settlement included a personal
contribution from Dunlap of $15 million.
• In re Triton Energy Limited Securities
Litigation, No. 98-256 (E.D. Tex.). Plaintiffs
alleged that defendants misrepresented, among
other things, the nature, quality, classification,
and quantity of Triton’s Southeast Asia oil and
gas reserves during the period March 30, 1998
through July 17, 1998. The case settled for $42
million.
• In In re Thomas & Betts Securities Litigation,
No. 00-2127 (W.D. Tenn.), the plaintiffs,
represented by Milberg as co-lead counsel,
alleged that Thomas & Betts engaged in a series
of accounting improprieties while publicly
representing that its financial statements were in
compliance with GAAP, and failed to disclose
known trends and uncertainties regarding its
internal control system and computer and
information systems. The case settled for $46.5
million dollars in cash from the company and
$4.65 in cash from its outside auditor, KPMG.
• In re MTC Electronic Technologies
Shareholder Litigation, No. 93-0876
(E.D.N.Y.). Plaintiffs alleged that defendants
issued false and misleading statements
concerning, among other things, purported joint
venture agreements to establish
telecommunications systems and manufacture
telecommunications equipment in China. The
court approved a settlement of $70 million,
One Pennsylvania Plaza · New York, New York 10119 · T 212.594.5300 · F 212.868.1229 · milberg.com 7

including $65 million in cash and $5 million
worth of MTC Class A shares with “put” rights.
• In In re PaineWebber Limited Partnerships
Litigation, No. 94-8547 (S.D.N.Y.). Milberg
represented investors alleging that PaineWebber
developed, marketed, and operated numerous
investment partnerships as part of an ongoing
conspiracy to defraud investors and enrich itself
through excessive fees and commissions over a
twelve-year period. On March 20, 1997, Judge
Sidney Stein approved a $200 million
settlement, consisting of $125 million in cash
and $75 million worth of guarantees and fee
waivers.
• In Andrews v. AT&T, No. 91-175 (S.D. Ga.) the
Firm represented a class of persons who paid for
premium-billed “900-number” calls that
involved allegedly deceptive games of chance,
starting in 1993. Defendants included major
long-distance companies, which approved the
call programs and billed for the calls.
Defendant MCI settled for $60 million in
benefits. The class against AT&T was
decertified on appeal and the Firm prosecuted
the individual plaintiffs’ claims, obtaining a jury
verdict in 2003 for compensatory and punitive
damages.
In the context of shareholder derivative
actions, Milberg has protected shareholder
investments by effectuating important changes in
corporate governance as part of the global settlement
of such cases. Cases in which such changes were
made include:
• In re Comverse Technology, Inc. Derivative
Litigation, No. 601272/2006 (N.Y. Sup. Ct.
N.Y. Cnty.). On December 28, 2009, Milberg
announced a $62 million settlement for the
derivative plaintiffs, which was approved by the
Court on June 23, 2010. The settlement also
resulted in significant corporate governance
reforms, including the replacement of the
offending directors and officers with new
independent directors and officers; the
amendment of the company’s bylaws to permit
certain long-term substantial shareholders to
propose, in the Company’s own proxy
materials, nominees for election as directors
(proxy access); and the requirement that all
equity grants be approved by both the
Compensation Committee and a majority of the
non-employee members of the Board.
• In re Topps Co., Inc. Shareholder Litig., No.
600715/2007 (N.Y. Sup. Ct. N.Y. Cnty. Apr.
17, 2007). Milberg served as co-lead counsel in
this transactional case, which led to a 2007
decision vindicating the rights of shareholders
under the rules of comity and the doctrine of
forum non conveniens to pursue claims in the
most relevant forum, notwithstanding the fact
that jurisdiction might also exist in the state of
incorporation. This case was settled in late
2007 in exchange for a number of valuable
disclosures for the class.
• In re Marketspan Corporate Shareholder
Litigation, No. 15884/98 (N.Y. Sup. Ct. Nassau
Cnty.). The settlement agreement in this
derivative case required modifications of
corporate governance structure, changes to the
audit committee, and changes in compensation
awards and to the nominating committee.
• In re Trump Hotels Shareholder Derivative
Litigation, No. 96-7820 (S.D.N.Y.). In this
case, the plaintiff shareholders asserted various
derivative claims on behalf of the company
against certain Trump entities and senior Trump
executives in connection with the self-serving
sale of a failing casino to the company in which
the plaintiffs held stock. Milberg negotiated a
settlement on behalf of the plaintiffs that
required Donald Trump to contribute a
substantial portion of his personal interest in a
pageant he co-owned. In addition, the
settlement required the company to increase the
number of directors on its board, and certain
future transactions had to be reviewed by a
special committee. gggggggggggggggggggggg
One Pennsylvania Plaza · New York, New York 10119 · T 212.594.5300 · F 212.868.1229 · milberg.com 8

PRECEDENT-SETTING DECISIONS
Milberg has consistently been a leader in
developing the federal securities, antitrust, and
consumer protection laws for the benefit of investors
and consumers. The Firm has represented individual
and institutional plaintiffs in hundreds of class action
litigations in federal and state courts throughout the
country. In most of those cases, Milberg has served
as lead or co-lead counsel. The Firm has also been
responsible for establishing many important
precedents, including the following:
• In Merck & Co., Inc. v. Reynolds 130 S. Ct.
1784 (2010), Milberg, along with other co-lead
counsel, won a significant victory before the
U.S. Supreme Court, which issued a decision
addressing when an investor is placed on
“inquiry notice” of a securities fraud violation
sufficient to trigger the statute of limitations
under 28 U.S.C. § 1658(b). The Court
unanimously ruled that the two-year statute of
limitations was not triggered because plaintiffs
did not have actual or constructive knowledge
of “the facts constituting the violation,” and as
such, the case was not time-barred.
Importantly, the Court held that the plaintiff
must be on actual or constructive notice of facts
concerning the defendants’ scienter in order to
trigger the statute of limitations. This decision
is significant in that it potentially enables
plaintiffs to bring claims based on
misstatements that are more than two years old.
• In re Lord Abbett Mutual Funds Fee
Litigation, 553 F.3d 248 (3d Cir. 2009). This
important decision set significant precedent
regarding the scope of preemption under the
Securities Litigation Uniform Standards Act of
1998 (“SLUSA”). In reversing the District
Court’s dismissal of the plaintiffs’ claims, the
Third Circuit held that “SLUSA does not
mandate dismissal of an action in its entirety
where the action includes only some pre-empted
claims.” In so holding, the court explained that
“nothing in the language, legislative history, or
relevant case law mandates the dismissal of an
entire action that includes both claims that do
not offend SLUSA’s prohibition on state law
securities class actions and claims that do . . . .”
• Abdullahi v. Pfizer, Inc., 562 F.3d 163, 170 (2d
Cir. 2009). In this matter, the plaintiffs,
Nigerian children and their families,
asserted claims under the Alien Tort Statute
(“ATS”) in connection with Pfizer’s clinical
trial of the drug, Trovan, without their
knowledge. In January 2009, the Second
Circuit reversed the District Court’s dismissal
for lack of jurisdiction. The court held that the
plaintiffs pled facts sufficient to state a cause of
action under the ATS for a violation of
international law prohibiting medical
experimentation on human subjects without
their consent.
• In re Comverse Technology, Inc. Derivative
Litigation, 866 N.Y.S.2d 10 (App. Div. 1st
Dep’t 2008). In this derivative case in which
Milberg serves as co-lead counsel, plaintiff
shareholders sued certain of the company’s
officers and directors based on allegations of
illegal options backdating. The lower court
dismissed the plaintiffs’ claims, holding that the
plaintiffs failed to make a pre-suit demand on
the company’s board, and that in any event, the
board had already formed a special committee
to investigate the misconduct. In this significant
opinion reversing the lower court’s dismissal,
the Appellate Division clarified the standards of
demand futility and held that a board of
directors loses the protection of the business
judgment rule where there is evidence of the
directors’ self-dealing and poor judgment. The
court noted that the mere creation of a special
committee did not justify a stay of the action
and did not demonstrate that the board took
appropriate steps. Rather, “the picture
presented in the complaint is that of a special
committee taking a tepid rather than a vigorous
approach to the misconduct and the resultant
harm. Under such circumstances, the board
should not be provided with any special
protection.”
• South Ferry LP #2 v. Killinger, 542 F.3d 776
(9th Cir. 2008). The important opinion issued
by the Ninth Circuit in this securities fraud class
action clarified, in the post-Tellabs
environment, whether a theory of scienter based
on the “core operations” inference satisfies the
One Pennsylvania Plaza · New York, New York 10119 · T 212.594.5300 · F 212.868.1229 · milberg.com 9

PSLRA’s heightened pleading standard. In
siding with the plaintiffs, represented by
Milberg, the Ninth Circuit held that
“[a]llegations that rely on the core operations
inference are among the allegations that may be
considered in the complete PSLRA analysis.”
The court explained that under the “holistic”
approach required by Tellabs, all allegations
must be “read as a whole” in considering
whether plaintiffs adequately plead scienter.
After remand, the District Court found that the
plaintiffs sufficiently alleged scienter under the
Ninth Circuit’s analysis.
• In re Gilead Sciences Securities Litigation, 536
F.3d 1049 (9th Cir. 2008). In this securities
fraud class action in which Milberg represents
the plaintiffs, the Ninth Circuit reversed the
District Court’s dismissal of the complaint in
this opinion clarifying loss causation pleading
requirements. In ruling that the plaintiffs
adequately pled loss causation, the Ninth Circuit
held that the plaintiffs’ complaint identified a
“specific economic loss” following the issuance
of a specific press release, along with
allegations of misrepresentations that were
described in “abundant detail.” The opinion
established that plaintiffs in a securities fraud
action adequately plead loss causation where
they provide sufficient detail of their loss
causation theory and some assurance that the
theory has a basis in fact. Based on this
analysis, the dismissal was reversed, and the
case was remanded to the District Court for
further proceedings.
• In Tellabs, Inc. v. Makor Issues & Rights, Ltd.,
551 U.S. 308 (2007), in which Milberg is lead
counsel for the class, the United States Supreme
Court announced a uniform standard for
evaluating the sufficiency of a complaint under
the PSLRA. The court held that on a motion to
dismiss, a court “must consider the complaint in
its entirety,” accepting “all factual allegations in
the complaint as true,” as well as “tak[ing] into
account plausible opposing inferences.” On
remand, the Seventh Circuit concluded that “the
plaintiffs have succeeded, with regard to the
statements identified in our previous opinion as
having been adequately alleged to be false and
material, in pleading scienter in conformity with
the requirements of the PSLRA. We therefore
adhere to our decision to reverse the judgment
of the district court dismissing the suit.” The
unanimous decision was written by Judge
Richard A. Posner.
• Asher v. Baxter International, Inc., 377 F.3d
727 (7th Cir. 2004). In reversing and
remanding the District Court’s dismissal, the
Seventh Circuit resolved in plaintiffs’ favor an
important issue involving the PSLRA’s “safe
harbor” for forward-looking statements. The
court held that whether a cautionary statement is
meaningful is an issue of fact, because whether
a statement is meaningful or not depends in part
on what the defendant knew when the statement
was made as well as other issues of fact. Thus,
this issue is not appropriately resolved on a
motion to dismiss.
• Gebhardt v. ConAgra Foods, Inc., 335 F.3d
824 (8th Cir. 2003). This important decision
strongly reaffirmed the principle that whether an
undisclosed fact would have been material to
investors cannot ordinarily be decided on a
motion to dismiss. The Eighth Circuit, stressing
that “[t]he question of materiality hinges on the
particular circumstances of the company in
question,” observed that even relatively small
errors in financial statements might be material
if they concern areas of particular importance to
investors and raise questions about management
integrity.
• In re Cabletron Systems, Inc., 311 F.3d 11 (1st
Cir. 2002). In this opinion, the First Circuit
joined the Second Circuit in allowing a
complaint to be based on confidential sources.
The court also accepted the argument made by
plaintiffs, represented by Milberg, that courts
should consider the amount of discovery taken
place prior to deciding a motion to dismiss, with
a lack of discovery resulting in a
correspondingly less stringent standard for
pleading securities fraud claims with
particularity.
• In Puckett v. Sony Music Entertainment, No.
108802/98 (N.Y. Sup. Ct. N.Y. Cnty. 2002), a
class action was certified against Sony Music
Entertainment on behalf of a class of recording
artists who were parties to standard Sony
recording or production agreements entered into
during the class period. The complaint alleged
One Pennsylvania Plaza · New York, New York 10119 · T 212.594.5300 · F 212.868.1229 · milberg.com 10

that Sony had a policy of treating the value
added tax on foreign sales of recordings
improperly thereby impermissibly reducing the
royalties paid or credited to the class members.
Justice DeGrasse of the New York State
Supreme Court determined that class
certification was appropriate and that Gary
Puckett (of Gary Puckett & the Union Gap) and
jazz musician and composer Robert Watson
were appropriate class representatives to
represent the class of artists and producers to
whom Sony accounts for foreign record
royalties.
• Novak v. Kasaks, 216 F.3d 300 (2d Cir. 2000).
The Firm was lead counsel in this seminal
securities fraud case in which the Second
Circuit undertook an extensive analysis of the
statutory text and the legislative history of the
PSLRA and pre-existing Second Circuit case
law. Among other things, the Second Circuit
held that the PSLRA’s pleading standard for
scienter was largely equivalent to the preexisting
Second Circuit standard and vacated
the District Court’s dismissal which sought to
impose a higher standard for pleading scienter
under the PSLRA. The Second Circuit also
rejected any general requirement that plaintiffs’
confidential sources must be disclosed to satisfy
the PSLRA’s newly-enacted particularity
requirements.
• In re Advanta Corp. Securities Litigation, 180
F.3d 525 (3d Cir. 1999). Here, the plaintiffs,
represented by Milberg, successfully argued that
under the PSLRA, scienter is sufficiently pled
by making an adequate showing that the
defendants acted knowingly or with reckless
disregard for the consequences of their actions.
The Third Circuit specifically adopted the
Second Circuit’s scienter pleading standard for
pleading fraud under the PSLRA.
• In Hunt v. Alliance North American
Government Income Trust, Inc., 159 F.3d 723
(2d Cir. 1998), the Second Circuit reversed the
District Court’s ruling, which denied plaintiffs
leave to amend to assert a cause of action
against defendants for failing to disclose that the
defendant Trust was unable to utilize proper
“hedging” techniques to insure against risk of
loss. In the court’s view, taken together and in
context, the Trust’s representations would have
misled a reasonable investor.
• In Shaw v. Digital Equipment Corp., 82 F.3d
1194 (1st Cir. 1996), the First Circuit remanded
plaintiffs’ action after affirming, in part,
Milbergs’ position that in association with the
filing of a prospectus related to the issuance of
securities, a corporate-issuer must disclose
intra-quarter, materially adverse changes in its
business, if such adverse changes constitute
“material changes” the disclosure of which is
required pursuant to the Securities Act of 1933.
• In re Salomon, Inc. Shareholders Derivative
Litigation, 68 F.3d 554 (2d Cir. 1995). The
Second Circuit affirmed the District Court’s
holding that derivative federal securities claims
against defendants would not be referred to
arbitration pursuant to the arbitration provisions
of the Rules of the New York Stock Exchange,
but would be tried in District Court. Shortly
thereafter, the case settled for $40 million.
• Kamen v. Kemper Financial Services, Inc., 500
U.S. 90 (1991). The Supreme Court upheld the
right of a stockholder of a mutual fund to bring
a derivative suit without first making a pre-suit
demand. Specifically, the Court held that
“where a gap in the federal securities laws must
be bridged by a rule that bears on the allocation
of governing powers within the corporation,
federal courts should incorporate state law into
federal common law unless the particular state
law in question is inconsistent with the policies
underlying the federal statute. . . . Because a
futility exception to demand does not impede
the regulatory objectives of the [Investment
Company Act], a court that is entertaining a
derivative action under that statute must apply
the demand futility exception as it is defined by
the law of the State of incorporation.”
• Mosesian v. Peat, Marwick, Mitchell & Co.,
727 F.2d 873 (9th Cir. 1984), cert. denied, 469
U.S. 932 (1984). The Ninth Circuit upheld an
investor’s right to pursue a class action against
an accounting firm, adopting statute of
limitation rules for Section 10(b) suits that are
favorable to investors.
• Hasan v. CleveTrust Realty Investors, 729 F.2d
372 (6th Cir. 1984). The Sixth Circuit very
strictly construed, and thus narrowed, the ability
One Pennsylvania Plaza · New York, New York 10119 · T 212.594.5300 · F 212.868.1229 · milberg.com 11

of a “special litigation committee” of the board
of a public company to terminate a derivative
action brought by a shareholder.
• Fox v. Reich & Tang, Inc., 692 F.2d 250 (2d
Cir. 1982), aff’d sub nom, Daily Income Fund,
Inc. v. Fox, 464 U.S. 523 (1984). The court
held that a Rule 23.1 demand is not required in
a shareholder suit brought pursuant to Section
36(b) of the Investment Company Act.
• Rifkin v. Crow, 574 F.2d 256 (5th Cir. 1978).
The Fifth Circuit reversed an order granting
summary judgment for defendants in a Section
10(b) case, paving the way for future acceptance
of the “fraud-on-the-market” rationale in the
Fifth Circuit.
• Blackie v. Barrack, 524 F.2d 891 (9th Cir.
1975), cert. denied, 429 U.S. 816 (1976). This
is the seminal appellate decision on the use of
the “fraud-on-the-market” theory of reliance,
allowing investors who purchase stock at
artificially inflated prices to recover even if they
were personally unaware of the false and
misleading statements reflected in the stock’s
price. In so holding, the court noted that class
actions are necessary to protect the rights of
defrauded purchasers of securities.
• Bershad v. McDonough, 300 F. Supp. 1051
(N.D. Ill. 1969), aff’d, 428 F.2d 693 (7th Cir.
1970). In this case, the plaintiff, represented by
Milberg, obtained summary judgment on a
claim for violation of Section 16(b) of the
Securities Exchange Act, where the transaction
at issue was structured by the defendants to look
like a lawful option. The decision has been
cited frequently in discussions as to the scope
and purpose of Section 16(b).
• Heit v. Weitzen, 402 F.2d 909 (2d Cir. 1968).
The court held that liability under Section 10(b)
of the Securities Exchange Act extends to
defendants, such as auditors, who were not in
privity with the named plaintiffs or the class
represented by the named plaintiffs.
One Pennsylvania Plaza · New York, New York 10119 · T 212.594.5300 · F 212.868.1229 · milberg.com 12

PARTNERS
JEFF S. WESTERMAN received his B.A. degree
from Northwestern University in 1977, where he
was selected to be a member of two senior honorary
societies. He received his J.D. degree from the
University of Pittsburgh in 1980, where he was a
member of the Law Review.
Mr. Westerman’s practice is primarily in the areas
of securities fraud, consumer, and antitrust class
actions, shareholder derivative actions, and
corporate mergers and acquisitions litigation. He
has served as lead or co-lead counsel in cases
resulting in significant corporate governance
changes, and resulting in recoveries and recognized
increased value to plaintiffs totaling more than $800
million. In 2005, The Daily Journal recognized
him as one of the top 30 securities litigators in
California.
Mr. Westerman regularly serves as a moderator or
speaker for programs on complex litigation,
developments in class action practice, settlements,
the Sarbanes-Oxley Corporate Responsibility Act,
shareholder derivative actions, and trends in
business litigation.
Mr. Westerman was a member (2001-2003) and
Co-Chair (2002-2003) of the Central District of
California Attorney Delegation to the United States
Ninth Circuit Judicial Conference. He serves on the
Central District of California, U.S. Magistrate
Judge Merit Selection Panel (2003-present) and he
has served on the standing committee on Attorney
Discipline (2004-present), and was appointed Vice
Chair in 2011. He is also a member of the Central
District of California Attorney Settlement Officer
Panel (1998-present).
Mr. Westerman was the president of the
Association of Business Trial Lawyers (2004-
2005); a member of the Board of Governors (1997-
2005), Treasurer (2001-2002), Secretary (2002-
2003), and Vice President (2003-2004). He is also
on the Board of Governors of the Consumer
Attorneys Association of Los Angeles (2003-
present).
Mr. Westerman is the Treasurer of the Los Angeles
County Bar Executive Committee for the Litigation
Section, a member of the Bench-Bar Civil Courts
Committee, and a member of the Board of the Los
Angeles Chapter of the Federal Bar Association. He
is also past Chair of the LA County Bar Complex
Courts Bench-Bar Committee, and he served as
Judge Pro Tem in the Los Angeles Small Claims
Court in 1987-1988, 1990, 1992-1993, and 1996-
1997. He is a member of the Los Angeles County
and Federal Bar Associations. He was on the
California State Bar Task Force on Complex
Litigation, and Chair of the Judicial Education
Subcommittee (1997). He is one of Lawdragon’s
3000 Leading Plaintiffs’ Lawyers In America
(2007- 2010).
Mr. Westerman is admitted to practice in the courts
of the State of California, as well as the United
States District Courts in California, the United
States Court of Appeals for the Ninth Circuit, and
the United States Supreme Court.
BENJAMIN Y. KAUFMAN earned his B.A. degree
from Yeshiva University in 1988 and his J.D.
degree from Benjamin N. Cardozo School of Law
in 1988, where he was a Belkin Fellow, Belkin
Scholar, and a member of the Cardozo Arts and
Entertainment Law Journal. Mr. Kaufman also
received an M.B.A. degree in finance from New
York University, Leonard N. Stern School of
Business, in 1999.
Mr. Kaufman focuses on class actions on behalf of
defrauded investors and consumers. Mr. Kaufman’s
successful securities litigations include In re
Deutsche Telekom AG Securities Litigation, No. 00-
9475 (S.D.N.Y.), a complex international securities
litigation requiring evidentiary discovery in both the
United States and Europe, which settled for $120
million. Mr. Kaufman was also part of the team
that recovered $46 million for investors in In re
Asia Pulp & Paper Securities Litigation, No. 01-
7351 (S.D.N.Y.); and $43.1 million, with
contributions of $20 million, $14.85 million and
$8.25 million from Motorola, the individual
defendants, and defendant underwriters,
Milberg LLP Attorney Biographies

espectively, in Freeland v. Iridium World
Communications, Ltd.
Mr. Kaufman’s outstanding representative results in
derivative and transactional litigations include: In
re Trump Hotels Shareholder Derivative Litigation
(Trump personally contributed some of his
holdings; the company increased the number of
directors on its board, and certain future
transactions had to be reviewed by a special
committee); and Southwest Airlines Derivative
Litigation (Carbon County Employee Retirement
System v. Kelly, No. 08-08692 (Dist. Ct. Dallas
Cnty., Tex.)) (a derivative matter that resulted in
significant reforms to the air carrier’s corporate
governance and safety and maintenance practices
and procedures for the benefit of Southwest and its
shareholders).
He argued the appeal in In re Comverse
Technology, Inc. Derivative Litig., 56 A.D.3d 49
(1st Dep’t 2008), which led to the seminal New
York Appellate Division opinion clarifying
standards of demand futility, and held that a board
of directors loses the protection of the business
judgment rule where there is evidence of selfdealing
and poor judgment; and litigated In re
Topps Company, Inc. Shareholders Litigation,
which resulted in a 2007 decision vindicating the
rights of shareholders under the rules of comity and
forum non conveniens. Mr. Kaufman has also
lectured on and taught the subjects of corporate
governance as well as transactional and derivative
litigation.
In addition, Mr. Kaufman represents many of the
Firm’s corporate clients in complex commercial
matters, including Puckett v. Sony Music
Entertainment, No. 108802/98 (New York Cnty.
2002) (a complex copyright royalty class action);
Shropshire et al. v. Sony Music Entertainment, No.
06 Civ. 3252 (GBD) (KNF) (S.D.N.Y.), and The
Youngbloods v. BMG Music, No. 07 Civ. 2394
(GBD) (KNF) (S.D.N.Y.) (complex digital music
royalty class actions); Cordell v. The McGraw-Hill
Companies, Inc., No. 12 Civ. 0637 (S.D.N.Y.) (a
complex book publishing royalty class action); and
Mich II Holdings LLC v. Schron, No. 600736/10
(Sup. Ct. N.Y. Cnty.) (represented certain
defendants in connection with real estate dispute
and successfully litigated motion to dismiss all
claims against those defendants; he continues to
represent those clients’ interests in several related
litigations in New York and Delaware). Mr.
Kaufman has also represented the Firm’s clients in
arbitrations and litigation involving oppressed
minority shareholders in closely held corporations.
Prior to joining Milberg in August of 1998, Mr.
Kaufman was a Court Attorney for the New York
State Supreme Court, New York County (1988-
1990), and Principal Law Clerk to Justice Herman
Cahn of the Commercial Division of the New York
State Supreme Court, New York County (1990-
1998).
Mr. Kaufman is an active member of the
Commercial and Federal Litigation Section of the
New York State Bar Association, the International
Association of Jewish Lawyers and Jurists, and the
Jewish Lawyers Guild. He has also lectured on
corporate governance issues to institutional investor
conferences across the United States and abroad.
Mr. Kaufman is a member of the Board of Trustees
of the Hebrew Academy of the Five Towns and
Rockaways. He and his wife were recently the
Guests of Honor at the 2012 annual dinner of
Rambam Mesivta of Lawrence, New York.
Mr. Kaufman is admitted to practice in the courts of
the States of New York and New Jersey.
PAUL J. ANDREJKOVICS graduated from Union
College in 1992, Phi Beta Kappa, magna cum
laude, with a B.A. degree in political science. In
1995, Mr. Andrejkovics received his J.D. degree
from Albany Law School.
Mr. Andrejkovics’s practice concentrates on class
action settlements and settlement administration.
He was admitted as a member of the New York bar
in 1996 and is admitted to practice before the
United States District Court for the Northern,
Southern, and Eastern Districts of New York.
KENT A. BRONSON received a B.A. from State
University of New York at Binghamton in 1994.
He graduated cum laude from University of
Pittsburgh School of Law in 1998. During law
school, Mr. Bronson was a research editor on the
Law Review and a recipient of the Dean’s
Scholarship.
Milberg LLP Attorney Biographies 14

Mr. Bronson’s practice is focused on securities,
consumer and class action litigation. Prior to
joining Milberg, while associated with another law
firm, Mr. Bronson was part of a team of attorneys
representing New York homeowners in In re
Coordinated Title Insurance Litigation, Index No.
009600/2003 (N.Y. Sup. Ct. Nassau Cnty.) who
alleged that eight insurance companies doing
business in New York state overcharged them for
title insurance in refinance transactions. The
litigation resulted in complete recovery to
homeowners submitting valid claims, and
reportedly the largest settlement of a consumer
class action in Nassau County. The presiding
Justice, in approving the $31.5 million settlement of
that litigation, described the prosecution of the case
as reflecting “lawyering of the highest quality.”
Also, in In re Providian Financial Securities
Litigation, MDL 1301 (E.D. Pa.), Mr. Bronson was
one of the attorneys representing the Xerox (GB)
Pension Scheme (which reportedly oversees
approximately $2.5 billion in employee retirement
funds for the British affiliate of Xerox Corp.) in a
securities fraud class action lawsuit alleging that a
major credit card company inflated its profits with
illegal charges to consumers. The Court
commented, in approving the $38 million
settlement of that case, on the “extremely high
quality” and “skill and efficiency” of plaintiffs’
counsel’s work.
Mr. Bronson has litigated numerous complex
class action and shareholder derivative cases in
various state and federal courts, including, among
others, In re Biovail Corp. Securities Litigation, No.
03-8917 (S.D.N.Y.) (in which Milberg LLP served
as co-lead counsel on behalf of the Local 282
Welfare Trust Fund, and which was settled for $138
million and certain corporate governance
modifications); City of Miami Police Relief &
Pension Fund v. Ryland Group, Inc., No.
BC411143 (Cal. Super. Ct. Los Angeles Cnty.);
New Jersey Carpenters Annuity Fund v. Meridian
Diversified Fund Management, LLC, No. 10-5738
(S.D.N.Y.); New Jersey Carpenters Pension Fund v.
infoGroup, Inc., No. 5334-VCN (Del. Ch.); and In
re Massey Energy Co. Derivative & Class Action
Litigation, No. 5430-VCS (Del. Ch.).
During law school, Mr. Bronson was a research
editor of the University of Pittsburgh Law Review
and a recipient of the University of Pittsburgh
School of Law Dean's Scholarship.
Mr. Bronson is admitted to practice in New
York State courts, the United States District Courts
for the Southern, Eastern and Northern Districts of
New York, and the United States Courts of Appeals
for the Second and Tenth Circuits.
DAVID AZAR received his B.S. in Finance from
Indiana University School of Business in 1991. He
graduated from Duke University School of Law,
magna cum laude, in 1999, where he was a member
of the Order of the Coif (top 10% of the class).
While in law school, he served as a senior editor of
Law and Contemporary Problems, and was a
member of the Moot Court Board. After law
school, he clerked for Chief Justice Veasey of the
Delaware Supreme Court.
Mr. Azar focuses his practice on antitrust, corporate
governance, securities fraud class actions, and
selected general business litigation matters. Mr.
Azar has significant litigation experience, including
first-chair trial and appellate work. He is also a
contributing author of the forthcoming Antitrust
Law Developments (7th Edition), scheduled for
publication by the ABA Section of Antitrust Law in
April 2012.
Mr. Azar’s current representative matters include:
serving as co-lead counsel in multi-district litigation
against Korean Air and Asiana Airlines for
allegedly conspiring for more than six years to set
prices for passenger airfares between the United
States and Korea; serving as co-lead counsel in a
class action against Wells Fargo Bank and Bank of
New York Mellon for their alleged roles, as
trustees, in causing more than $1 billion in losses by
investors in Medical Capital Holdings, Inc.; serving
as co-lead counsel in a shareholder class action
against the board of directors of International
Rectifier Corporation for allegedly breaching their
fiduciary duties by, among other things, blocking
shareholders from accepting a premium tender offer
for their shares; and representing a financial
institution seeking to recover for breaches of
contract and mortgage fraud against various
individuals and entities.
Mr. Azar serves as a volunteer prosecutor through
the Los Angeles Bar Association’s Trial Advocacy
Project, and he has been named by Los Angeles
Magazine as a Southern California Super Lawyers
Rising Star. He serves on the pro bono panel of the
Harriett Buhai Center for Family Law, and he was
Milberg LLP Attorney Biographies 15

awarded a Distinguished Service Award in 2009 for
his continuing representation of a disabled father in
a complex family law matter. Mr. Azar’s pro bono
work has also included: prevailing at trial in a case
on behalf of a learning disabled student asserting
claims under the American with Disabilities Act;
successfully persuading the Ninth Circuit Court of
Appeals to allow a disabled prisoner’s federal civil
rights case to proceed, resulting in a published
decision on a matter of first impression; and
assisting tenants in disputes with their landlords.
Mr. Azar has extensive knowledge of dispute
resolution, having served as a mediator in more
than 160 cases, and he has trained and reviewed
other mediators. He served for five years as the
editor of the quarterly publication of the Society of
Professionals in Dispute Resolution, and was
honored with the association’s Presidential
Recognition award.
Milberg LLP Attorney Biographies 16

ASSOCIATES
MICHELLE FURUKAWA focuses her practice on securities, consumer, and antitrust litigation. While in law
school, Ms. Furukawa served as co-editor-in-chief of the UCLA Asian Pacific American Law Journal, clerked for
the United States Securities & Exchange Commission, Division of Enforcement, and was a judicial extern for the
Honorable Sheri Bluebond, United States Bankruptcy Court, Central District of California. Ms. Furukawa is on
the Board of Governors of the Japanese American Bar Association of Greater Los Angeles, and is a member of
the Association of Business Trial Lawyers and Consumer Attorneys Association of Los Angeles. She sits on the
Firm’s Diversity Committee.
GLORIA KUI MELWANI litigates shareholder derivative cases and securities class actions in state and federal
courts. Prior to joining Milberg, Ms. Melwani was associated with other plaintiffs’ law firms, where she litigated
shareholder derivative cases.
Ms. Melwani is a graduate of Benjamin N. Cardozo School of Law, where she was a Notes Editor of the Cardozo
Public Law, Policy, and Ethics Journal. She is admitted to practice in New York, New Jersey, and the United
States District Courts for the Eastern and Southern Districts of New York and the District of New Jersey, as well
as the United States Court of Appeals for the Second Circuit.
DOMENICO “NICO” MINERVA [Former Associate] practices in the areas of securities and consumer class action
litigation and shareholder derivative litigation. Mr. Minerva also focuses on institutional investor and client
outreach. With his background as a former Morgan Stanley Financial Advisor, Mr. Minerva helps clients identify
and seek redress for fraud.
Mr. Minerva also provides pro bono assistance to New York City residents seeking help at Eviction Intervention
Services, a not-for-profit organization whose mission is to prevent homelessness by keeping residents in their
communities. He has served as a judicial delegate in the New York County Democratic Party’s Judicial
Convention since 2007.
While in law school, Mr. Minerva completed a two-year externship with the Honorable Kurt D. Engelhardt of the
United States District Court for the Eastern District of Louisiana.
Mr. Minerva is admitted to practice in the state courts of Delaware and New York, as well as the United States
District Courts for the Eastern and Southern Districts of New York.
Milberg LLP Attorney Biographies 17

EXHIBIT “C”

1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
MILBERG LLP
JEFF S. WESTERMAN (SBN 94559)
DAVID E. AZAR (SBN 218319)
One California Plaza
300 South Grand, Suite 3900
Los Angeles, California 90071
Tel: (213) 617-1200
Fax: (213) 617-1975
Email: jwesterman@milberg.com
dazar@milberg.com
BROWER PIVEN
A Professional Corporation
DAVID A.P. BROWER
BRIAN C. KERR
488 Madison Avenue, Eighth Floor
New York, NY 10022
Tel: (212) 501-9000
Fax: (212) 501-0300
Email: brower@browerpiven.com
kerr@browerpiven.com
Interim Class Counsel for Plaintiffs
IN RE SUCCESSFACTORS, INC
SHAREHOLDER LITIGATION
This Document Relates To:
ALL ACTIONS.
SUPERIOR COURT OF THE STATE OF CALIFORNIA
COUNTY OF SAN MATEO
)
)
)
)
)
)
)
)
)
)
)
)
)
)
Lead Case No. CIV 510279
CLASS ACTION
DECLARATION OF JENIFFER
SARNELLI IN SUPPORT OF GARDY &
NOTIS, LLP’S FEES AND EXPENSES
DATE: November 16, 2012
TIME: 11:00 a.m.
DEPT.: 2
JUDGE: Hon. Marie S. Weiner
Date Action Filed: December 14, 2011
24
25
26
27
28
1
DECLARATION OF JENNIFER SARNELLI IN SUPPORT OF GARDY & NOTIS’S FEES AND EXPENSES

1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
I, JENNIFER SARNELLI, being first duly sworn, deposes and says:
1. I am an attorney licensed to practice in the state of California and am a Partner at
the law firm of Gardy & Notis, LLP, one of the counsel of record and Plaintiffs’ Counsel. I
submit this declaration in support of my firm’s application for an award of attorneys’ fees in
connection with services rendered in this litigation, as well as the reimbursement of expenses
incurred by my firm in connection with this litigation.
2. My firm represents plaintiff Booth Family Trust and acted as one of plaintiffs’
counsel in this class action. The tasks undertaken by my firm can be summarized as follows:
After defendant SAP America, Inc. commenced the tender offer on December 16, 2011 in
connection with its merger agreement to buy SuccessFactors, Inc. (“SuccessFactors”), my firm
reviewed and analyzed the tender offer materials and filed a detailed class action complaint that
specifically challenged the sufficiency of the disclosures made to shareholders in the tender
offer, including disclosures regarding the sales process that lead to the merger agreement and
details regarding the financial valuation work performed by Morgan Stanley & Co. LLC
(“Morgan Stanley), SuccessFactors’ financial advisor. After filing the complaint, my firm joined
forces with the plaintiffs in the Frederic Peretti action (Civ. 510279) and Steamfitters Local 449
Pension Plan action (Civ. 510436) to work on unified basis to seek injunctive relief with respect
to the tender offer, which was set to expire on January 18, 2012. My firm then assisted
plaintiffs’ interim class counsel in various aspects of the litigation, including reviewing and
analyzing internal, non-public documents produced by defendants, developing further disclosure
issues with respect to plaintiffs’ plans to seek injunctive relief with respect to the deficiencies in
the tender offer materials, and then agreeing to a settlement wherein defendants agreed to make
further disclosure to shareholders in response to plaintiffs’ demands. Thereafter, my firm took
the depositions of Eric Dunn (non-management director of SuccessFactors) and Owen O’Keefe
(executive director in the technology group at Morgan Stanley) in connection with confirmatory
discovery in the case.
3. The schedule attached hereto as Exhibit 1 is a detailed summary indicating the
amount of time spent by the partners, attorneys and professional support staff of my firm who
2
DECLARATION OF JENNIFER SARNELLI IN SUPPORT OF GARDY & NOTIS’S FEES AND EXPENSES

1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
were involved in this litigation, and the lodestar calculation based on my firm’s current billing
rates. 1
The schedule was prepared from contemporaneous, daily time records regularly prepared
and maintained by my firm, which are available at the request of the Court for review in
camera. 2
Time expended in preparing this application for fees and reimbursement of expenses
has not been included in this request.
4. The hourly rates for the partners, attorneys, and professional support staff in my
firm included in Exhibit 1 are the same as the regular current rates charged for their services in
non-contingent matters and/or which have been accepted and approved in other class or
shareholder litigation.
5. The total number of hours expended on this litigation by my firm is 155.75 hours.
The total lodestar for my firm is $75,368.75.
6. My firm’s lodestar figures are based upon the firm’s billing rates, which rates do
not include charges for expense items. Expense items are billed separately and such charges are
not duplicated in my firm’s billing rates.
7. As detailed in Exhibit 2, my firm has incurred a total of $4,320.78 in unreimbursed
expenses in connection with the prosecution of this litigation.
8. The expenses incurred in this action are reflected on the books and records of my
firm, which are available at the request of the Court. These books and records are prepared from
expense vouchers, check records and other source materials and represent an accurate
recordation of the expenses incurred. Third-party expenses are not marked up.
9. With respect to the standing of counsel in this case, attached hereto as Exhibit 3 is
a brief biography of my firm and attorneys in my firm who were principally involved in this
litigation.
1
This application does not include time for anyone who spent fewer than 5.00 hours on this
litigation.
2
These records may include information concerning privileged and/or confidential attorney-client
communications or work product.
3
DECLARATION OF JENNIFER SARNELLI IN SUPPORT OF GARDY & NOTIS’S FEES AND EXPENSES

1
2
3
4
5
6
7
8
9
10
11
12
13
EXHIBIT 1
In re SuccessFactors, Inc. Shareholders Litigation, Lead Case No. Civ 510279
GARDY & NOTIS, LLP
TIME REPORT — INCEPTION THROUGH SEPTEMBER 30, 2012
Name
Total
Hrs.
Hourly
Rate
Total
Lodestar
PARTNERS:
James S. Notis 24.75 $750 $18,562.50
Jennifer Sarnelli 9.50 $575 $5,462.50
ASSOCIATES:
Charles A. Germershausen 109.75 $425 $46,643.75
Kira German 11.75 $400 $4,700.00
TOTALS 155.75 $75,368.75
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
5
DECLARATION OF JENNIFER SARNELLI IN SUPPORT OF GARDY & NOTIS’S FEES AND EXPENSES

1
2
3
4
5
6
7
8
9
10
11
EXHIBIT 2
In re SuccessFactors, Inc. Shareholders Litigation, Lead Case No. Civ 510279
GARDY & NOTIS, LLP
EXPENSE REPORT — INCEPTION THROUGH SEPTEMBER 30, 2012
Categories:
Amount:
Photocopies $807.00
Postage/FedEx $160.62
Legal Research (out-of-plan)/PACER $1.39
Deposition Transcripts $1,220.87
Travel Expenses (out-of –town depositions) $2,130.90
TOTAL EXPENSES: $4,320.78
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
6
DECLARATION OF JENNIFER SARNELLI IN SUPPORT OF GARDY & NOTIS’S FEES AND EXPENSES

1
2
EXHIBIT 3
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
7
DECLARATION OF JENNIFER SARNELLI IN SUPPORT OF GARDY & NOTIS’S FEES AND EXPENSES

Firm Resume of GARDY & NOTIS, LLP
Gardy & Notis, LLP, with offices in New York City and Englewood Cliffs,
New Jersey, specializes in large, complex litigation in the fields of securities,
corporate governance, and mergers and acquisitions. The attorneys at Gardy &
Notis, LLP have served as a plaintiffs’ lead counsel in some of the largest
securities fraud class action recoveries, In re BankAmerica Corp. Securities
Litigation ($490 million recovery), In re Adelphia Communications Corporation
Securities and Derivative Litigation ($455 million recovery) and In re Waste
Management Inc., Securities Litigation ($220 million recovery), and the firm as
plaintiffs’ lead counsel recently obtained a $930 million settlement in In re
UnitedHealth Group Incorporated Derivative Litigation, which is the largest
shareholder derivative action settlement ever achieved.
Gardy & Notis, LLP prides itself on the aggressive pursuit of its clients’
goals and on the excellence of its work. The firm fights to achieve the very best
possible result for our clients no matter how difficult the obstacles or well
financed the opposition. Among the more prominent of the securities fraud class
actions litigated by the firm’s attorneys are:
• In re BankAmerica Corp. Securities Litigation, MDL No. 1264 (E.D.
Mo.) ($490 million recovery);
• In re Adelphia Communications Corporation Securities and
Derivative Litigation, MDL No. 1529 (S.D.N.Y.) ($455 million
recovery);
• In re Waste Management, Inc. Securities Litigation, No. 97-cv-7709
(N.D. Ill.) ($220 million recovery);
• Hirsch v. PSS World Medical, Inc., No. 98-cv-502 (M.D. Fla.)
($16.5 million recovery);
• Cheney v. Cyberguard Corp., No. 98-cv-6897 (S.D. Fla.) ($10
million recovery); and
• In re Adaptive Broadband Securities Litigation, No. 01-cv-1092 (N.D.
Cal.) ($8.2125 million recovery).
GARDY & NOTIS, LLP

The firm’s recent appointments as lead counsel in securities fraud class
actions include In re Synchronoss Securities Litigation, No. 08-cv-4437 (D.N.J.),
In re Opnext, Inc. Securities Litigation, No. 08-cv-920 (D.N.J.), Pittleman v.
Impac Mortgage Holdings, Inc., No. 07-cv-970 (C.D. Cal.) and In re Sears
Holdings Corporation Securities Litigation, No. 06-cv-4053 (S.D.N.Y.).
The attorneys at Gardy & Notis, LLP also have extensive experience in
litigating corporate governance, derivative, and M&A transactional cases. Our
reputation for excellence and creativity in the area of director liability for breach
of fiduciary duty and corporate governance are demonstrated by cases such as:
• In re UnitedHealth Group Incorporated Derivative Litigation, No. 27-
CV-06-8085, Minnesota District Court, Hennepin County ($930
million recovery for stock option backdating);
• In re The Student Loan Corporation Litigation, C.A. No. 5832-VCL,
Delaware Court of Chancery ($10 million increase in purchase price,
representing an 8.3% increase over the price accepted by the board of
directors);
• Kahn v. Buttner (Value Line, Inc. Derivative Litigation), Index No.
650320/2008, New York State Supreme Court, New York County
($2.9 million recovery to public minority shareholders, representing
85% of maximum potential damages, and a 20% increase over the
common stock market price)
• In re Aramark Corporation Shareholders Litigation, C.A. No. 2117-
VCN, Delaware Court of Chancery ($222 million increase in purchase
price, and management voting control reduced from 37% to 3.5%);
• Rice v. Lafarge North America Inc., Civil No. 268974-V, Circuit Court
for Montgomery County (Business and Technology Court), Maryland
($353 million increase in purchase price);
• Lang v. The Reader’s Digest Association, Inc., C.A. No. 19574-NC,
Delaware Court of Chancery ($21 million increase to shareholders in
recapitalization);
• In re Travelers Property Casualty Corp. Securities Litigation, C.A.
No. 17902-NC, Delaware Court of Chancery ($25.7 million increase
in purchase price above that achieved by the board of directors); and
GARDY & NOTIS, LLP - 2 -

• In re SFX Entertainment Inc. Securities Litigation, C.A. No. 17818-
NC, Delaware Court of Chancery ($34.5 million increase in purchase
price).
The firm’s recent appointments as lead counsel in corporate governance,
derivative, and M&A transactional cases include In re UnitedHealth Group
Incorporated Derivative Litigation, No. 27-CV-06-8085, (Minnesota District
Court, Hennepin County), In Re Primedia Inc. Derivative Litigation, C.A. No.
1808-VCL (Delaware Court of Chancery), Rosky v. Farha (WellCare Health
Plans, Inc. Derivative Litigation), No. 07-cv-1952 (M.D. Fla.) and In re Herley
Industries, Inc. Derivative Litigation, No. 06-cv-2964 (E.D. Pa.).
The attorneys at Gardy & Notis, LLP have decades of litigation experience
and are committed to litigating with the highest level of excellence and integrity
and to protecting victims of corporate wrongdoing:
MARK C. GARDY
Mr. Gardy received his B.A. from Rutgers University in 1981 where he
graduated Phi Beta Kappa, with high honors. He received his J.D, cum laude, from
New York Law School in 1984. Mr. Gardy is admitted to the Bar of the State of
New York, the State of New Jersey and the United States District Courts for the
Southern and Eastern Districts of New York and the District of New Jersey.
Mr. Gardy has served on panels for the Council of Institutional Investors and
on a panel on D&O Liability Insurance for the American Conference Institute. He
has been featured on CNBC’s Squawk Box and in The New York Times. Mr. Gardy
was also listed as a New Jersey Super Lawyer in 2008, 2009, 2010, 2011 and 2012.
Prior to forming Gardy & Notis, LLP, Mr. Gardy was a named partner in the
law firm Abbey Gardy, LLP.
JAMES S. NOTIS
Mr. Notis received his B.A. from Brandeis University in 1991 and his J.D.
from Benjamin N. Cardozo School of Law in 1994. Mr. Notis is admitted to the Bar
of the State of New York, the State of New Jersey, the United States District Courts
for the Southern and Eastern Districts of New York and the District of New Jersey,
and the United States Court of Appeals for the Fifth Circuit.
Mr. Notis has served as a panelist for the Practicing Law Institute for
Securities Litigation and Enforcement.
GARDY & NOTIS, LLP - 3 -

Prior to forming Gardy & Notis, LLP, Mr. Notis was a partner in the law firm
Abbey Gardy, LLP.
JENNIFER SARNELLI
Ms. Sarnelli received her B.A. from The American University in 1996 and
her J.D from Seton Hall University School of Law in 2002, where she was a
comments editor for the Seton Hall Law Review. Ms. Sarnelli is admitted to the
Bars of the State of New York, the State of New Jersey, the State of California, the
District of Columbia, the United States District Courts for the Southern District of
New York, District of New Jersey and the Northern District of California, and the
United States Court of Appeals for the Ninth Circuit.
Ms. Sarnelli is an accomplished litigator of numerous securities, antitrust
and consumer class actions, and was listed as a New Jersey Super Lawyer: Rising
Star in 2009, 2010, 2011 and 2012. Prior to joining Gardy & Notis, LLP, Ms.
Sarnelli worked at two prominent New Jersey law firms where she litigated class
action cases on behalf of plaintiffs. She also worked for a class action notice
expert where she specialized in developing plain language notices designed to
better inform class members about their legal rights. Ms. Sarnelli has also worked
for the New Jersey General Assembly, Democratic Office and served as an intern
in the Office of the First Lady.
MEAGAN A. FARMER
Ms. Farmer received her B.A. from Eastern Illinois University in 1993 and
her J.D., cum laude, from New York Law School in 2003, where she served as
Editor-in-Chief of the New York Law School Law Review. Ms. Farmer is admitted
to the Bar of the State of New York and the United States District Courts for the
Southern and Eastern Districts of New York.
KELLY A. NOTO
Ms. Noto received her B.A. in Criminal Justice from the University of
Delaware in 2002 and her J.D. from Seton Hall University School of Law in 2005,
where she served as Editor in Chief of the Seton Hall Legislative Journal. Ms.
Noto is admitted to the Bar of the State of New York, the State of New Jersey and
the United States District Courts for the Southern and Eastern Districts of New York
and the District of New Jersey.
GARDY & NOTIS, LLP - 4 -

CHARLES A. GERMERSHAUSEN
Mr. Germershausen received his B.S., cum laude, in Finance from Seton
Hall University in 2003 and his J.D. from Widener University School of Law in
2006. Prior to joining Gardy & Notis, LLP, Mr. Germershausen served as the law
clerk to The Honorable Vincent LeBlon, J.S.C., and The Honorable Melvin
Gelade, J.S.C., in the Superior Court of New Jersey, Middlesex County. Mr.
Germershausen is admitted to the Bar of the State of New Jersey and the United
States District Court for the District of New Jersey. Mr. Germershausen was listed
as a New Jersey Super Lawyer: Rising Star for 2011 and 2012.
KIRA GERMAN
Ms. German received her B.A., magna cum laude, in Political Science and
Economics from Brandeis University in 2003 and her J.D. from Cornell University
Law School in 2007. While at Cornell, Ms. German served as an editor for the
Cornell International Law Journal. Ms. German is admitted to the Bar of the
State of New York, the State of New Jersey, the State of Connecticut and the
United States District Courts for the Southern and Eastern Districts of New York
and the District of New Jersey. Ms. German was listed as a New Jersey Super
Lawyer: Rising Star for 2012.
JONATHAN ADLER
Mr. Adler received his B.A. from Brooklyn College in 2005 and his J.D.
from New York Law School in 2010. While at New York Law School, Mr. Adler
served as Senior Editor of the New York Law School Law Review. Mr. Adler is
admitted to the Bar of the State of New York, the State of New Jersey, and the
United States District Courts for the Southern and Eastern Districts of New York.
GARDY & NOTIS, LLP - 5 -

EXHIBIT “D”

1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
Joshua C. Ezrin (CA State Bar #220157)
jezrin@audetlaw.com
AUDET & PARTNERS, LLP
221 Main Street, Suite 1460
San Francisco CA 94105
415.568.2555 Telephone
415.568.2556 Facsimile
Local Counsel
IN RE SUCCESSFACTORS, INC
SHAREHOLDER LITIGATION
This Document Relates To:
ALL ACTIONS.
SUPERIOR COURT OF THE STATE OF CALIFORNIA
COUNTY OF SAN MATEO
)
)
)
)
)
)
)
)
)
)
)
)
)
)
Lead Case No. CIV 510279
CLASS ACTION
DECLARATION OF JOSHUA C. EZRIN
IN SUPPORT OF AUDET & PARTNERS,
LLP’S FEES AND EXPENSES
DATE: November 16, 2012
TIME: 11:00 a.m.
DEPT.: 2
JUDGE: Hon. Marie S. Weiner
Date Action Filed: December 14, 2011
19
20
21
22
23
24
25
26
27
28
1
DECLARATION OF JOSHUA C. EZRIN IN SUPPORT OF AUDET & PARTNER, LLP’S
FEES AND EXPENSES

1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
I, Joshua C. Ezrin, being first duly sworn, deposes and says:
1. I am an attorney licensed to practice in the state of California and am an Associate
at the law firm of Audet & Partners, LLP, one of the counsel of record and Plaintiffs’ Counsel. I
submit this declaration in support of my firm’s application for an award of attorneys’ fees in
connection with services rendered in this litigation, as well as the reimbursement of expenses
incurred by my firm in connection with this litigation.
2. My firm represents acted as local counsel in this class action. The tasks
undertaken by my firm can be summarized as follows: Acted as local counsel, including filings
with the court and coordination of telephonic appearances at hearings.
3. The schedule attached hereto as Exhibit 1 is a detailed summary indicating the
amount of time spent by the partners, attorneys and professional support staff of my firm who
were involved in this litigation, and the lodestar calculation based on my firm’s current billing
rates. For personnel who are no longer employed by my firm, the lodestar calculation is based
upon the billing rates for such personnel in his or her final year of employment by my firm. The
schedule was prepared from contemporaneous, daily time records regularly prepared and
maintained by my firm, which are available at the request of the Court for review in camera. 1
Time expended in preparing this application for fees and reimbursement of expenses has not
been included in this request.
4. The hourly rates for the partners, attorneys, and professional support staff in my
firm included in Exhibit 1 are the same as the regular current rates charged for their services in
non-contingent matters and/or which have been accepted and approved in other class or
shareholder litigation.
5. The total number of hours expended on this litigation by my firm is 17.3 hours.
The total lodestar for my firm is $9,368.00, consisting of $9,075.50 for attorneys’ time and
$292.50 for professional support staff time.
26
27
28
1 These records may include information concerning privileged and/or confidential attorney-client
communications or work product.
2
DECLARATION OF JOSHUA C. EZRIN IN SUPPORT OF AUDET & PARTNER, LLP’S
FEES AND EXPENSES

1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
6. My firm’s lodestar figures are based upon the firm’s billing rates, which rates do
not include charges for expense items. Expense items are billed separately and such charges are
not duplicated in my firm’s billing rates.
7. As detailed in Exhibit 2, my firm has incurred a total of $1,970.25 in unreimbursed
expenses in connection with the prosecution of this litigation.
8. The expenses incurred in this action are reflected on the books and records of my
firm, which are available at the request of the Court. These books and records are prepared from
expense vouchers, check records and other source materials and represent an accurate
recordation of the expenses incurred. Third-party expenses are not marked up.
9. With respect to the standing of counsel in this case, attached hereto as Exhibit 3 is
a brief biography of my firm and attorneys in my firm who were principally involved in this
litigation.
I declare under penalty of perjury that the foregoing is true and correct. Executed this
12th day of October , 2012, at San Francisco, California.
/s/ Joshua C. Ezrin
Joshua C. Ezrin
18
19
20
21
22
23
24
25
26
27
28
3
DECLARATION OF JOSHUA C. EZRIN IN SUPPORT OF AUDET & PARTNER, LLP’S
FEES AND EXPENSES

1
2
3
4
5
6
7
8
9
10
11
12
EXHIBIT 1
In re SuccessFactors, Inc. Shareholders Litigation, Lead Case No. Civ 510279
AUDET & PARTNERS, LLP
TIME REPORT — INCEPTION THROUGH SEPTEMBER 30, 2012
Name
Total
Hrs.
Hourly
Rate
Total
Lodestar
PARTNERS:
William M. Audet 8.50 695.00 $5,907.50
ATTORNEYS:
Joshua C. Ezrin 6.40 $495.00 $3,168..00
PROFESSIONAL SUPPORT STAFF:
Paralegals 2.40 $110.00 –
$292.50
125.00
TOTALS 17.30 $9,368.00
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
4
DECLARATION OF JOSHUA C. EZRIN IN SUPPORT OF AUDET & PARTNER, LLP’S
FEES AND EXPENSES

1
2
3
4
5
6
7
8
EXHIBIT 2
In re SuccessFactors, Inc. Shareholders Litigation, Lead Case No. Civ 510279
AUDET & PARTNERS, LLP
EXPENSE REPORT — INCEPTION THROUGH SEPTEMBER 30, 2012
Categories:
Amount:
Filing/Court Fees $1970.25
TOTAL EXPENSES: $1970.25
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
5
DECLARATION OF JOSHUA C. EZRIN IN SUPPORT OF AUDET & PARTNER, LLP’S
FEES AND EXPENSES

1
2
EXHIBIT 3
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
6
DECLARATION OF JOSHUA C. EZRIN IN SUPPORT OF AUDET & PARTNER, LLP’S
FEES AND EXPENSES

Firm Resume
AUDET & PARTNERS, LLP
Attorneys – at – Law
221 MAIN STREET, SUITE 1460
SAN FRANCISCO, CA 94105
TELEPHONE 415.568.2555
FACSIMILE 415.568.2556
Audet & Partners, LLP is a nationally recognized trial law firm based in San
Francisco, California, with affiliated offices and associated counsel located throughout the
United States. The attorneys at Audet & Partners, LLP, have focused their practice on the
prosecution of complex individual, mass tort and class action cases. The firm represents
consumers, individuals, small businesses, employees and institutional shareholders in
product liability, tort, pharmaceutical defect, consumer, construction defect, investment
fraud, securities, insider trading, antitrust, environmental, whistle blower, privacy rights,
and employment cases.
In recognition of their commitment to the legal profession and outstanding results
for their clients, the firm and its attorneys have been appointed to leadership positions in
dozens of class action cases and serve as court-appointed plaintiffs’ counsel in federal and
state litigation nationwide. The firm utilizes cutting edge technology to better serve its
clients and the courts in each and every case it files.

AUDET & PARTNERS, LLP
Constitutional Regulation/Employment/Privacy Litigation
In re Google, Inc., Android Consumer Privacy Litigation – MDL No. 2264, pending in the
United States District Court, Northern District of California. William M. Audet was
appointed as one of two co-lead counsel in a case involving claims of privacy violation
relating to Google’s Android Operating System and its method of collecting data from
users.
In re iPhone Application Litigation –- MDL No. 2250, pending in the United States District
Court, Northern District of California. The firm serves as court appointed class liaison
counsel for the class of consumers involved with Apple’s use of information from its Apple
OS line of iPhones and iPads.
In re Zynga Litigation (Sigala v. Zynga Game Network, Inc., San Francisco County Superior
Court, Case No. CGC-10-505324) – The firm served as class counsel for the California class
action against a video game company that allegedly distributed private and confidential
information to third parties.
California IOU Litigation – (Baird v. Chiang, Sacramento County Superior Court, Case No.
34-2010-00081797) – The firm has filed a class action for monetary and other damages
arising from the State of California’s illegal issuance of “IOU’s” to small businesses.
Russell, et al. v. Wells Fargo and Company, et al. – No. C 07 3993 CW, United States District
Court, Northern District of California. Audet & Partners, LLP serves as co-class counsel in a
class action case representing thousands of former and current employees of Wells Fargo
for overtime. The case settled after 3 years of litigation with millions of dollars paid to the
class.
Johns v. Sony Computer Entertainment America LLC - MDL No. 2558, pending in the
United States District Court, Southern District of California. The firm filed one of a number
of class actions cases that lead to an MDL proceeding involving invasion of privacy by Sony
for its users of Sony PlayStation product line. Case still ongoing.
Confidential Plaintiffs v. Finish Line Case No. CV113874, United States District Court,
Northern District of California. The firm represents individual plaintiffs with claims for
invasion of privacy against Finish Line.
Whistle Blower Case The firm represented an executive who was fired after reporting
financial irregularities. Confidential settlement reached after trial set.
Confidential Misclassification Case The firm filed claims for misclassification of
employees as “managers”. Confidential settlement reached after one year of litigation.

AUDET & PARTNERS, LLP
Product Defect Litigation
Galanti v. Goodyear Tire & Rubber Company, No. 03-209, United States District Court,
District of New Jersey. Audet & Partners, LLP partners William M. Audet and Michael
McShane served as Court-appointed Class Counsel with pending $300 million settlement
involving a defective radiant heating system.
In re Certainteed Corp. Roofing Shingles Products Liability Litigation, MDL No. 1817,
pending in the United States District Court, Eastern District of Pennsylvania. Audet &
Partners, LLP partner Michael McShane serves as Court appointed co-lead counsel on
behalf of plaintiffs in a nationwide class action involving claims of a defective roofing
product.
In re Zurn Pex Plumbing Litigation, MDL 08-MDL-1958, United States District Court,
District of Minnesota. Audet & Partners, LLP partner Michael McShane serves as class
counsel on behalf of plaintiffs in a nationwide class action involving claims of a defective
plumbing product installed in thousands of residences throughout the United States.
In re Menu/Pet Food Recall Litigation, MDL No. 1850. Audet & Partners, LLP partner
William M. Audet was appointed on of the Co-Lead Class counsel in a case involving
recalled pet food. The ground breaking case resulted in a significant monetary settlement,
along with court supervised remedial action to prevent similar recalls of potentially
poisoned pet products in the future. Over 100 class action cases were filed and consolidated
in New Jersey federal court.
In re Thomas Train Parts Recall, Case No. MSC99 00499. William M. Audet was
appointed lead counsel in a case involving recall of a well known toy product. The firm’s
partner William M. Audet was directly involved in the negotiations and class wide
resolution that provided for full refunds for class members, as well as other relief.
In re Planet Toys Recall, case no. 08-CV-0592(HB) (SDNY). William M. Audet was
appointed lead counsel in a case involving recall of certain of defendants’ toy products.
Despite the fact that the company declared bankruptcy, lead counsel William M. Audet and
his co counsel were able to obtain relief and compensation for class members.
In re Kitec Plumbing Litigation, pending in numerous District Courts throughout the
United States. Audet & Partners, LLP partner Michael McShane serves as Court-appointed
lead counsel in a nationwide class action prosecuting claims relating to defective plumbing
products.
In re Uponor Plumbing Litigation, pending in numerous District Courts. Audet & Partners,
LLP partner Michael McShane acts as class counsel in a nationwide class action alleging
claims relating to a defective plumbing product.

AUDET & PARTNERS, LLP
In re Chinese Drywall Litigation, MDL 2047. Nationwide class action pending in the
Eastern District of Louisiana involving claims relating to allegedly defective drywall
manufactured in China. Audet & Partners, LLP partner Michael McShane represents
putative class of plaintiffs seeking to recover damages as a result of the installation of the
drywall in their homes.
Ross, et al., v. Trex Company, Inc. Case No. 09-670, United States District Court, Northern
District of California. Audet & Partners, LLP partner Michael McShane serves as class
counsel in a nationwide class action involving claims of defective composite decking sold
by the defendant.
Williams v. Weyerhaeuser, San Francisco County Superior Court, California, No. 995787,
and Chambers, et al., v. Weyerhaeuser, King County Superior Court, Washington, No.
98-2-21084-2 KNT. Audet & Partners, LLP’s attorneys served as one of three counsel in a
class action involving allegations of defective siding manufactured by Weyerhaeuser.
Roy v. Cemwood Corporation, Contra Costa County Superior Court, California, No.:
MSC99-00499. William M. Audet and Audet & Partners, LLP firm attorneys served as one
of four co-lead counsel in a national class action involving allegations of defective roofing
products.
In re Stucco Litigation (Ruff v. Parex) County of New Hanover, North Carolina, No. 96-
CVS-0059. The firm=s principal partner, William M. Audet, serves on the Court-appointed
Plaintiffs Steering Committee. The case was filed on behalf of homeowners who had
defective synthetic stucco installed in their homes.
Stuart Hanlon, et al., v. Chrysler Corporation, United States District Court, Northern
District of California, No. C-95-2010 CAL. The Firm=s attorneys worked on a case seeking
correction of defective rear hatch door lock failures in nominal impacts for 3,300,000 owners
of Chrysler minivans.

AUDET & PARTNERS, LLP
Mass Tort, Personal Injury and Complex Litigation
Allen Loretz v. Regal Stone, Ltd. C 07-5800 SC and John Tarantino v. Hanjin Shipping Co.,
Ltd., CGC 07 469379 (In re Cosco Busan Oil Spill Litigation). The firm filed Class and
individual claims and represented various individuals, corporations and small business
groups, including seafood processors, crab and herring fisheries, marinas, and
captains/crews of commercial and recreational vessels. Mr. Audet was appointed Co-Lead
Counsel in the State and Federal litigation. The firm was responsible for seizure of Cosco
Busan, voiding waivers obtained by the Defendants and obtaining other significant orders
that benefitted plaintiffs. Co-counsel in state case brought under the Lampert-Keene Act.
In Zyprexa Litigation, MDL 1596, United States District Court, Eastern District of New
York. The firm represented over 300 clients who allegedly developed diabetes after
ingesting Zyprexa. Audet & Partners, LLP partner William M. Audet was appointed a
member of the Plaintiffs Executive Committee and continues to assist in completing the
MDL.
In Baycol Litigation, MDL 1431, United States District Court, Minnesota. William M.
Audet serves as Court appointed member of the Plaintiffs Executive Committee relating to
the defective drug Baycol.
In re Metabolife Litigation, JCCP 4360 (San Diego County, California). William M. Audet
served as a member of the California State Steering Committee in personal injury cases
arising out of injuries suffered due to Metabolife products.
In re Vioxx Litigation, New Jersey State Court and California State Court. The firm filed in
excess of 100 cases against Defendants Merck & Company arising out of injuries associated
with the defective drug Vioxx. The firm’s cases were scheduled for trial. Susanne Scovern
of the Firm played a crucial role in the litigation of the Vioxx cases in New Jersey State
Court. The cases have been settled for in excess of $4 billion.
In re Bextra Litigation, MDL No. 1699, United States District Court, Northern District of
California. Audet & Partners, LLP partner William M. Audet serves as a Court appointed
member of the Plaintiffs Steering Committee. The firm represented in excess of 100 injured
clients.
In re Intergel Litigation, Florida State Court. The firm filed dozen of cases on behalf of
women injured using a Johnson & Johnson product called Intergel. The firm has recovered
millions of dollars for their clients in confidential settlements with the company. Firm
attorney Susanne Scovern served as the principal attorney involved in the cases.
In re Defective Ancure Products Liability Litigation, United States District Court, Northern
District of California and Santa Clara County Superior Court. The firm represents dozens of
individuals who were implanted with a defective device. Joseph Russell serves as the lead
attorney in the cases.

AUDET & PARTNERS, LLP
Table Bluff Reservation (Wiyot Tribe), et al., v. Philip Morris, et al., United States District
Court for the Northern District of California, San Francisco Division, No. C 99-02621 MHP.
The firm represented Native American Tribes challenging the $200 billion plus state tobacco
agreement on the grounds that it violated their civil rights. The case was argued in the
Ninth Circuit Court of Appeals.
Fen-Phen Product Liability Litigation, MDL 1203, California State Court. The firm filed a
medical monitoring and punitive damage claim on behalf of California residents.
In re Baxter Heparin Litigation, Wisconsin and Illinois State Courts (consolidated with
MDL 1953). The firm represents a number of injured victims and their families arising out
of contaminated heparin blood transfusion products imported from other countries. The
firm has filed cases in Illinois and Wisconsin State Court. Audet & Partners, LLP
partner/founder William M. Audet serves as court appointed liaison counsel in the
Wisconsin cases. The firm continues to evaluate and file cases for seriously injured clients.
In re Pfizer Chantix Litigation, MDL No. 2092. Audet & Partners, LLP partner William M.
Audet serves as a Court appointed member of the Plaintiffs Steering Committee. The firm
represents dozens of families who were not properly and fully warned about the safety
issues associated with use of Chantix. The firm has filed, with co-counsel, cases in state and
federal court and continues to meet with potential clients who have claims against the
defendants for failure to warn.
In re Glaxo Avandia Litigation. The firm represents dozens of families whose loved ones
suffered heart attacks and other injuries relating to use of Avandia. The firm was one of the
first plaintiffs’ law firms in the United States to uncover the case and file cases against the
manufacturer of Avandia. The firm continues to meet with potential clients about their
claims. Along with William Audet, attorney Susanne Scovern heads up the firm team in
reviewing potential cases and assisting in the prosecution of cases against the defendants.
PG&E “San Bruno Fire” Cases. JCCP No. 4648, (San Mateo County, California) Audet &
Partners filed the first class action case seeking damages arising from the San Bruno/ PG&E
explosion.
In re Tainted Similac Baby Formula (Kury v. Abbott Laboratories, United States District
Court, New Jersey) The firm filed a number of class action cases against Abbott and also
represents a number of individuals with personal injury claims arising from tainted baby
formula.
In re Raptiva Litigation (Hedrick v. Genentech, California State Court (Alameda County)
Case No. RG 09-446158) The firm represents dozens of individuals who have alleged been
injured after using Genentech’s now-recalled psoriasis medication.

AUDET & PARTNERS, LLP
Consumer Litigation
Apple iPhone 4 Cases JCCP 4639 (Santa Clara County, California) William M. Audet was
appointed Liaison Counsel in a case involving claims that the “iPhone 4” is allegedly
defective.
iTunes Litigation (Johnson v. Apple, Inc. California State Court; Santa Clara County Case
No. 1-09-CV-146501) The firm served as lead class counsel in a nationwide class action
against Apple, Inc. for allegedly overcharging consumers who purchased “99¢” iTunes gift
cards.
AAA Battery Overcharge (Davis-Miller v. Automobile Club of Southern California; California
State Court, Los Angeles County Case No. BC 398608) The firm filed a class action on
behalf of consumers who purchased automobile batteries allegedly sold to replace batteries
that did not require replacement.
Google Adwords Litigation (CLRB Hanson Industries , LLC, et al v. Google, Inc., Northern
District of California, San Jose Division, Case No. 105CV046409). Serving as Courtappointed
Liaison Counsel, the firm represents advertisers on Google=s web pages who
claim to have been overcharged for advertising through a complicated monthly charge
program.
Smith v. Hewlett-Packard, Santa Clara County Superior Court, CV 776794. The firm serves
as Plaintiffs= Liaison Counsel. Contrary to HP's representations, the Recorders could only
consistently and reliably record less user data than the industry standard. When attempting
to record more, error messages appeared, previously recorded data was lost and the CD
became useless.
In Re Whirlpool Litigation, class action litigated in nine states including California,
Minnesota, Pennsylvania, Ohio and Tennessee. Audet & Partners, LLP partner Michael
McShane served as Court appointed co-lead counsel in a multi-state class action involving
claims of breach of warranty and product defect against both Whirlpool Corporation and
Sears & Roebuck, Inc.
Palm Treo Litigation, Santa Clara County Superior Court. Audet & Partners, LLP partner
Michael McShane served as class counsel in a nationwide class action involving claims of
product defect against Palm, Inc.
Roberts v. Bausch & Lomb, United States District Court, Northern District of Alabama, No.
CV-94-C-1144-W. William M. Audet, the firm’s principal partner, served on the Plaintiffs'
Committee in this nationwide consumer class action. A settlement against Bausch & Lomb
was approved by the Court on August 1, 1996. Under the settlement, Bausch & Lomb
agreed to $68 million in cash and products to 1.5 million buyers of the Company=s
disposable contact lenses.

AUDET & PARTNERS, LLP
Hilla v. TCI Cablevision, Santa Clara County Superior Court, No. CV-769105. The firm
represented California residents involving illegal overcharges by the cable company for late
fees.
Plotkin v. General Electric, United States District Court, Northern District of California,
Action No. C-92-4447. The firm filed a class action against General Electric for defrauding
the American public in the sale of Energy Choice Light Bulbs, which were claimed to be
energy efficient, required less electricity and would preserve the environment. General
Electric subsequently settled this national class action.
Afanador v. H&R Block Tax Services, Inc., Santa Clara County Superior Court, California,
No. CV-767677. The Firm=s attorneys, along with other Plaintiffs= counsel, successfully
represent consumers in claims against H&R Block arising out of its ARapid Refund@
program.
Sears Automotive Center Consumer Litigation, United States District Court, Northern
District of California, No. C-92-2227. The firm filed a class action on behalf of consumers
defrauded by Sears' Auto Centers. The case was successfully concluded in August 1992.
William M. Audet was appointed to the Plaintiffs= Steering Committee.
Chamberlain v. Flashcom, Orange County Superior Court, Case No. 00 CC 04212. In this
class action, William M. Audet, principal partner, along with other counsel successfully a
remedy against Defendant's unlawful, unfair, and fraudulent business conduct.
Providian Credit Card Cases, San Francisco County Superior Court, JCCP No. 4085. The
Providian Defendants purported to facilitate the issuance of credit cards to people with
damaged credit histories. The case settled for in excess of $10 million. William M. Audet
served as Class Counsel.
In re Kia Litigation, Orange County Superior Court. William M. Audet served as class
counsel in a number of jurisdictions in a case involving claims by Kia regarding its
automotive products. The case was settled with a significant monetary and non-monetary
recovery for the class.

AUDET & PARTNERS, LLP
Insurance/Healthcare Litigation
In re Unum Provident Litigation, United States District Court, Eastern District of Tennessee,
MDL No. 1552. Audet & Partners, LLP firm partners William M. Audet and Michael
McShane serve as Court-appointed Lead Counsel in a pending class action on behalf of
Plaintiffs alleging the wrongful denial of benefits under long term disability policies.
In re Industrial Life Insurance Litigation, United States District Court, Eastern District of
Louisiana., MDL Nos. 1371, 1382, 1390, 1391, and 1395. William M. Audet served on the
Court-appointed Plaintiffs= Steering Committee. The class cases involve claims that
insurance companies overcharge African-Americans for life and health insurance.
In re Life of Georgia Insurance Litigation, Thirteenth Judicial District, Shelby County,
Memphis, Tennessee. Reached nationwide class settlement in 2002 on behalf of class of
insureds discriminated against in the issuance of life insurance. William M. Audet served
as Court-appointed Co-Lead Counsel.
Thorn v. Jefferson Pilot Insurance Co., United States District Court, South Carolina.
Nationwide class on behalf of purchasers of life insurance. Michael McShane of the firm
represents the proposed Plaintiffs class alleging racial discrimination in the issuance of life
insurance policies
In re Average Wholesale Price Litigation, MDL Docket No. 1456. Audet & Partners, LLP
partner William M. Audet and Michael McShane of the firm serve as Court appointed
members of the Executive Committee representing Plaintiffs in a nation-wide class action
allegedly the manipulation of pricing for prescription drugs.
In re Tenet Healthcare Litigation, Los Angeles County, Superior Court, California.
Numerous actions coordinated in 2002 by the Judicial Council. Partners William M. Audet
and Michael McShane served among three Court appointed Lead Counsel on behalf of
nationwide class of individuals who were allegedly overcharged directly, or through their
health insurance for medical services, products and medication.
Lawson, et al., v. Liberty Life, Birmingham, Alabama, No. 96-1119. William M. Audet of
the firm, along with four other Plaintiffs' Counsel, represents a proposed class of life
insurance policy holders of Liberty Life Corporation who were subjected to unlawful life
insurance policy "churning" by Liberty Life.

AUDET & PARTNERS, LLP
Antitrust
In re PRK/Lasik, Laser Surgery Overcharges Litigation, Santa Clara County Superior Court,
California, Master File No. CV772894. Audet & Partners LLP attorneys William M. Audet
and Joseph Russell served as Court-appointed Liaison Counsel in a nationwide class action
case alleging antitrust violations again Visx, Inc. and Summit, Inc.
Flat Glass Antitrust Litigation, United States District Court, Western District of
Pennsylvania, MDL No. 1200 (and related cases). Mr. Audet of the firm serves as one of five
Court-appointed Discovery Committee members and as Plaintiffs= Counsel in a national
class action antitrust case pending against the manufacturers of flat glass.
Toys "R" Us Antitrust Litigation, United States District, Northern District of California, No.
C-97-3931-TEM. The firm filed a national class action antitrust complaint on behalf of toy
consumers.
Los Angeles Milk Antitrust Litigation, Los Angeles County Superior Court, California, No.
BC 070661. William M Audet and other members of the firm, along with other Plaintiffs'
Counsel, represents consumers arising out of claims of antitrust violations against Los
Angeles supermarkets due to alleged price fixing of milk.
California Indirect Purchaser Auction House Cases, San Francisco County Superior Court,
No. 310313. In this case against Christie=s, Sotheby=s and others, Defendants are charged
with conspiring to fix commissions for the sale at auction of art and other items in
California.
Pharmaceutical Antitrust Cases, San Francisco County Superior Court, California, Judicial
Council Coordination Proceeding, No. 2969. The firm members worked on a case for
independent pharmacies pursuing claims against major drug manufacturers for violation of
California's price fixing statutes.
In re Vitamin Antitrust Litigation, California, North Carolina, Tennessee and Maine.
William M. Audet serves as lead counsel in three states and on the Plaintiffs= Executive
Committee in one state (California) in class claims involving alleged price fixing by the
manufacturers of vitamin products.
In re Methionine Antitrust Litigation, MDL Docket No. 1311. William M. Audet serves as
class counsel in a case involving allegations of price fixing in the Methionine industry.
In re Bromine Antitrust Litigation, Docket No. 1310. The firm serves as class counsel in a
case involving allegations of antitrust violations in the Bromine industry.
In re Carbon Fiber Antitrust Litigation, C.D. Cal., C 99-11475 RJK. Manufacturers, sellers,
and distributors of carbon fibers were sued by makers of airplanes, spacecraft parts,
industrial and sporting equipment for conspiring to maintain an artificially inflated price
for their product. The firm members served as one of Plaintiffs= counsel.

AUDET & PARTNERS, LLP
In re: Terazosin Hydrochloride Antitrust Litigation, S.D.Fla. MDL 1317. In this lawsuit
Plaintiffs allege a conspiracy to create a monopoly and fix prices of this widely used
prescription drug as well as preventing the sale of any generic bioequivalent to Hytrin. The
firm members served as one of Plaintiffs= counsel.
In re Dram Antitrust, MDL 1486, Northern District of California. William M. Audet of the
firm serves as class counsel in a class action case to recover money for class members due to
antitrust activity in the DRAM industry.
In re Copper Tubings Litigation, United States District Court, District of Tennessee. William
M. Audet of the firm was appointed as Co-lead Class Counsel in a case involving an alleged
worldwide conspiracy to overcharge customers in the copper tubing industry.

AUDET & PARTNERS, LLP
Securities & Insider-Trading
In re CNET Derivative Litigation, William M. Audet and Michael McShane of the firm filed
a case against the corporate Defendants for insider trading and back dating of options. The
case was filed in San Francisco Superior Court, California.
Adaptec Derivative Litigation, Santa Clara County Superior Court, California, Master File
No. CV 772590. The firm serves as Liaison Counsel in a derivative action filed on behalf of
shareholders of Adaptec, Inc.
In re Genesis Securities Litigation, Northern District Court of California. William M. Audet
serves as class counsel on a case filed against Genesis. After the case was dismissed by the
District Court, the firm filed an appeal and ultimately settled the case for $1.5 million.
Informix Derivative Securities Litigation, San Mateo Superior Court, California, Case No.
402254. The firm served as one of the Plaintiffs= Derivative Counsel in a shareholder lawsuit
alleging derivative claims on behalf of Informix.
Solv-Ex Securities Litigation, Second Judicial District Court, County of Bernalillo, New
Mexico, No. CV-96-09869. The firm serves as Plaintiffs' Class Counsel in a suit alleging
securities fraud against Solv-Ex Corporation and other insider defendants.
Imp, Inc., Securities Litigation, Santa Clara County Superior Court, California,
No. CV762109. The firm represents shareholders of Imp, Inc. in an action against certain
insiders of Imp, Inc., for alleged insider trading of the Company's stock.
CBT Group Derivative Litigation, San Mateo County Superior Court, California, No.
406767. The Firm=s founder, William M. Audet served as one of two plaintiffs= counsel
representing shareholders of CBT Group, PLC, in a derivative action against officers and
directors of the Company.
Oakley Technology Derivative Litigation, Santa Clara County Superior Court, California,
No. CV75829. The Firm=s members served as one of three Co-lead Counsel in a derivative
securities case brought on behalf of shareholders of Oakley Technology, Inc., brought
against certain Officers and Directors of the Company.
Horizon Securities Litigation, United States District Court for New Mexico, No. 96-0442
BB/LCS. William M. Audet of the firm serves as one of the Plaintiffs' Class Counsel in a
securities case filed against New Mexico-based Horizon Corporation for alleged violation of
federal securities laws.
Bay Networks Securities Litigation (Garnier v. Bay Networks, CV764357; Greeneway v. Bay
Networks, CV765564), Santa Clara County Superior Court, California. The firm members
served as one of four-plaintiffs= counsel representing shareholders of Bay Networks for
alleged securities violations.

AUDET & PARTNERS, LLP
Unison Healthcare Corporation Litigation, United States District Court of Arizona, Case
No. Civ. 97-0583-PHX. The firm members served as one of the Plaintiffs= Class Counsel
representing investors in Unison Healthcare.
S3 Derivative Litigation, Santa Clara County Superior Court, California, No. CV770254.
The firm members served as one of the Plaintiffs' Lead Counsel in a derivative action filed
on behalf of shareholders of S-3, Inc.
In re Networks Associates Derivative Litigation, Santa Clara County Superior Court,
Consolidated Case No. CV-781854. In this case, shareholders sued officers and directors of
this leading manufacturer of anti-virus and protocol analyzer software who sold over
800,000 shares of their personal stock for more than $33 million by misleading the public
regarding its value. William M. Audet of the firm served as Liaison Counsel.
In re Oak Technology Derivative Action, Santa Clara County Superior Court, No.
CV758629. Shareholders sued directors and officers to recover more than $100 million
Defendants made by artificially inflating the company=s stock, representing that exceptional
demand for the company=s products existed. In fact, the company=s shipments of CD-ROM
controllers far exceeded what the market could absorb. Three related derivative cases were
filed and subsequently consolidated. William M. Audet of the firm serves as Lead Counsel
in this lawsuit.
In re Sybase Derivative Litigation, N.D. Cal., No. C-98-0252-CAL. The Firm=s attorneys
served as Plaintiffs= Counsel in this stockholder's derivative action brought on behalf of
Sybase against certain of the Company's present and former officers and/or directors for
insider trading.

AUDET & PARTNERS, LLP
About the Attorneys
William M. Audet earned a B.A. from the University of California at Davis in 1981, a Juris Doctor
from Golden Gate University School of Law in 1984, where he was the Editor of the Golden Gate
University Law Review, and completed his formal legal education with a Masters of Law from the
University of Wisconsin School of Law in 1987. While obtaining his Masters Degree in Law at the
University of Wisconsin, Mr. Audet also served as a clinical instructor at the University of
Wisconsin School of Law. After clerking for the Ninth Circuit Court of Appeals, Mr. Audet clerked
for The Honorable Alfonso J. Zirpoli, United States District Judge for the Northern District of
California and The Honorable Fern M. Smith, United States District Judge for the Northern District
of California. Mr. Audet=s practice focuses on complex litigation, including class and non-class
action claims involving mass torts, product liability, antitrust, employment, and consumer
litigation. Mr. Audet is a frequent guest speaker on a variety of topics at professional seminars.
Mr. Audet is a co-author of Handling Federal Discovery (11 th Ed.)(James Publishing Company). In
2005, Mr. Audet was awarded the Justice Award from the San Francisco Bar Foundations for his
long standing contributions to the legal community and for his pro bono work over the past
twenty-five years. Mr. Audet has been appointed to leadership positions in a number of important
and groundbreaking cases.
Michael A. McShane earned his B.A. in Philosophy from the University of California at Santa
Barbara, before earning his law degree from the University of Oregon in 1986, where he was the
Articles Editor for the Journal of Environmental Law and Litigation. Since his admission to the
California Bar, Mr. McShane=s practice has been devoted exclusively to prosecuting complex class
action litigation throughout the United States. His areas of practice include products liability,
consumer claims, antitrust, insurance fraud and medical/pharmaceutical overcharge cases.
Susanne N. Scovern received a B.A. with highest honors and distinction in Russian/East European
Studies and Political Philosophy from the University of Michigan in 1985. In 1990, Ms. Scovern was
awarded a Juris Doctor from the University of Iowa where she was a member of the University of
Iowa Law Review. Over the years, she has practiced a broad range of product liability, mass tort,
class action, employment and commercial litigation. Ms. Scovern is a member of the American Bar
Association, the California Bar Association and the San Francisco Bar Association. She is active in
the Science & Technology and Labor and Employment Sections of the ABA and State Bar. She is
also a member of the Association of Trial Lawyers of America and the San Francisco Trial Lawyers
Association. She is admitted to practice in California and the District of Columbia. Ms. Scovern
focuses her work at the firm on defective medical devices and drugs, and is currently heavily
involved in the prosecution of the firm=s Raptiva cases.
Kevin L. Thomason earned a B.A. in Interdisciplinary Studies from California State University at
Dominguez Hill in 1991 and a Juris Doctor from the University of California, Hastings College of
the Law in 1994. Mr. Thomason has extensive experience in Internet and computer technology and
has taught MCLE classes on the internet throughout California. He has written extensively for the
legal press on these topics. His practice focuses on complex litigation and class actions. Mr.
Thomason also handles the firm's internet marketing.

AUDET & PARTNERS, LLP
Joshua C. Ezrin received a B.A. with honors in Sociology from the University of California at Santa
Cruz in 1995, and a Juris Doctor from the University of San Francisco School of Law in 2001. Mr.
Ezrin began his practice at the Alameda County Public Defender’s Office, where he gained
invaluable litigation experience. Since joining Audet & Partners, Mr. Ezrin has focused his practice
on employment and personal injury cases, consumer class actions, and complex pharmaceutical
litigation.
Jonas P. Mann earned a B.A., cum laude and with high honors, in International Affairs from the
George Washington University in 2004. In 2007, Mr. Mann was awarded a J.D. from Temple
University – James E. Beasley School of Law where he was a member of the Temple Political and Civil
Rights Law Review. Prior to joining the firm, Mr. Mann completed a clerkship in the Superior Court
of New Jersey where he worked primarily on pharmaceutical products liability, employment
discrimination, and environmental litigation.
Mariana S. Cole earned a B.A. in Sociology from Wake Forest University in 2005. In 2008, Ms. Cole
was awarded a J.D. from Tulane University Law School, where she was a member of the Tulane
Journal of Technology & Intellectual Property, and completed a year externship with The Honorable
Kurt D. Engelhardt, United States District Judge for the Eastern District of Louisiana. Prior to
joining the firm, Ms. Cole worked at an employment litigation firm in San Francisco, where she
represented clients in disputes involving harassment, discrimination, whistleblower, wrongful
termination, and retaliation claims. In 2011, Ms. Cole second-chaired a jury trial in San Francisco
Superior Court in which a winning verdict was obtained. Ms. Cole is a member of the American Bar
Association and the San Francisco Trial Lawyers Association.

EXHIBIT “E”

1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
BRODSKY & SMITH, LLC
EVAN J. SMITH
9595 Wilshire Boulevard, Suite 900
Beverly Hills, CA 90212
Telephone: (877) 534-2590
Facsimile: (310) 247-0160
Email: jbrodsky@brodsky-smith.com
esmith@brodsky-smith.com
Counsel for Plaintiffs
IN RE SUCCESSFACTORS, INC
SHAREHOLDER LITIGATION
This Document Relates To:
ALL ACTIONS.
SUPERIOR COURT OF THE STATE OF CALIFORNIA
I, Evan J. Smith, hereby declares:
COUNTY OF SAN MATEO
)
)
)
)
)
)
)
)
)
)
)
)
)
)
Lead Case No. CIV 510279
CLASS ACTION
DECLARATION OF EVAN J. SMITH IN
SUPPORT OF BRODSKY & SMITH,
LLC’S FEES AND EXPENSES
DATE: November 16, 2012
TIME: 11:00 a.m.
DEPT.: 2
JUDGE: Hon. Marie S. Weiner
Date Action Filed: December 14, 2011
1. I am an attorney licensed to practice in the state of California and am a Partner at
the law firm of Brodsky & Smith. LLC, one of the counsel of record and Plaintiffs’ Counsel. I
submit this declaration in support of my firm’s application for an award of attorneys’ fees in
connection with services rendered in this litigation, as well as the reimbursement of expenses
incurred by my firm in connection with this litigation.
2. My firm represents plaintiff Frederic Peretti and acted as one of plaintiffs’ counsel
in this class action. The tasks undertaken by my firm can be summarized as follows: Reviewed
SEC documents related to the tender offer, filed the Peretti action, assisted lead counsel in filings
such as pro hac vice application, and final approval papers. Assisted counsel with local
procedure.
1
DECLARATION OF EVAN J. SMITH IN SUPPORT
OF BRODSKY & SMITH, LLC’S FEES AND EXPENSES

1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
3. r spent 37.4 hours on this matter, at a rate of $595.00 per hour equals a lodestar
for my firm of $22,253.00. This hourly rate has been approved for class action shareholder
litigation matters by several Courts across the country, including state and federal courts in
California over the past several years.
4. My firm's lodestar figures are based upon the firm's billing rates, which rates do
not include charges for expellse items. Expense items are billed separately and such charges are
not duplicated in my firm's billing rates.
5. My firm has incurred a total of $1,111.05 in un-reimbursed expenses in
connection with the prosecution of this litigation for filing the complaint and filing various other
documents in this matter. The expenses incurred in this action are reflected on the books and
records of my firm, which are available at the request of the Court. These books and records are
prepared from expense vouchers, check records and other source materials and represent an
accurate recordation ofthe expenses incurred. Third-party expenses are not marked up.
6. With respect to the standing ofcounsel in this case, my firm biography is attached
hereto as Exhibit A.
I declare under penalty of perjury that the foregoing is true an reet. Executed this
12 1h day ofOctober, 2012.
19
20
21
22
23
24
25
26
27
28
2
DECLARATION OF JEVAN J. SMITH IN SUPPORT
OF BRODSKY & SMITH, LLC'S FEES AND EXPENSES

EXHIBIT “A”

LAW OFFICES
BRODSKY & SMITH, LLC
TWO BALA PLAZA, SUITE 602
BALA CYNWYD, PA 19004
─
610.667.6200
FAX 610.667.9029
www.brodsky-smith.com
CALIFORNIA OFFICE
9595 WILSHIRE BLVD., SUITE 900
BEVERLY HILLS, CA 90212
310.300.8425
NEW YORK OFFICE
240 Mineola Blvd.
Mineola, NY 11501
516.741.4977
NEW JERSEY OFFICE
1040 KINGS HIGHWAY NORTH, STE. 601
CHERRY HILL, NJ 08034
856.795.7250
Brodsky & Smith, LLC is a law firm that was organized under the Limited
Liability Laws of the Commonwealth of Pennsylvania in 1998. The firm's attorneys are
licensed to practice in both state and federal courts in the Commonwealth of
Pennsylvania, the State of New Jersey, the District of Columbia, the State of California,
and the State of New York.
The firm represents individuals and businesses in various types of litigation
matters including, securities class action; shareholder derivative litigation; merger and
acquisition litigation; civil rights litigation; complex commercial litigation; consumer
protection litigation; ERISA litigation; and personal injury litigation.
The firm’s offices are located in Bala Cynwyd, Pennsylvania; Cherry Hill, New
Jersey; Mineola, New York; and Beverly Hills, California.
JASON L. BRODSKY:
QUALIFICATIONS OF MEMBERS
Jason Lawrence Brodsky is a founding member of Brodsky & Smith, LLC and
has over fifteen years of experience representing plaintiffs in complex class action
litigation. His current areas of practice include Class Action Civil Rights Litigation,
Class Action Securities, Derivative Shareholder, Merger and Acquisition Litigation;
Commercial Litigation; Catastrophic Injury Litigation; and Workers' Compensation
Litigation.
He is an experienced trial attorney, who has successfully obtained consent
decrees, verdicts, and settlements in various state and federal courts around the country
on behalf of injured, wronged, or discriminated against individuals and businesses. In
January 2011, after a two week jury trial, he obtained a $3.0 million dollar verdict on
behalf of the firm’s client in the Pennsylvania Court of Common Pleas - Philadelphia
Court in a construction accident negligence claim. Prior to forming the firm, he was an
attorney at a 150 attorney insurance defense firm in Philadelphia where he represented
Fortune 500 clients, insurance companies, and municipal entities, including the City of
Philadelphia.

He received his Juris Doctor from Widener University School of Law (1996)
where he was a member of the Trial Advocacy Honor Society. He also received his
Bachelor of Arts in Criminology from Pennsylvania State University (1993).
He is licensed to practice in both the Commonwealth of Pennsylvania (1996) and
the State of New Jersey (1996). He is also licensed to practice in the United States Court
of Appeals for the Ninth Circuit (2008); United States District Court for the Eastern
District of Pennsylvania (1998) and United States District Court of New Jersey (1996).
He has also been admitted pro hac vice in state and federal courts across the country in
various matters.
EVAN J. SMITH:
Evan Jason Smith is a founding member of Brodsky & Smith, LLC who has over
fifteen years of experience representing plaintiffs in class action litigation. His current
areas of practice include Civil Rights Litigation, Class Action Securities, Shareholder
Derivative, and Merger and Acquisition Litigation; Commercial Litigation; ERISA
Litigation; and Personal Injury Litigation.
In January 2011, after a two week jury trial, he and Jason Brodsky obtained a $3.0
million dollar verdict in the Pennsylvania Court of Common Pleas - Philadelphia County
for their client in a construction site accident.
In 2010, he was one of the lead negotiators and Settlement Counsel for the
shareholder class In re Allied Capital Shareholder Litigation, Circuit Court of Maryland,
Montgomery County, No. 322639., and represented two of the named class
representatives. The settlement resulted in a dividend in the amount of $0.20 per share,
increasing the consideration received in the merger to Allied shareholders by
approximately $36 million. Allied also agreed to include certain supplemental
disclosures that related to the sales process and background of the merger, as well as the
financial analyses of the Acquisition.
He was also Lead Counsel in In re Ryland Securities Litigation which settled for
$1.2 Million Dollars (2008) and In re A Million Little Pieces Litigation which settled for
$2.35 Million Dollars (2007). In May 2002, he convinced the court, in McCain v.
Beverly Enterprises, Inc. CV-02-657 (E.D.Pa.), to reverse the long standing and
prevailing case law which precluded injured plaintiffs from bringing a claim for damages
under a negligence per se theory against medical facilities for violations of state and
federal statutes regarding standard of care towards patients. This reversal lowered the
burden of proof in civil cases for injured plaintiffs when a governmental agency has
found a defendant in violation of state and/or federal standard of care statutes. This case
has been cited by many jurisdictions across the country in nursing home neglect
litigation.
2

He has also been Lead Counsel in several disability class action lawsuits that have
resulted in thousands of public accommodations throughout the country being remediated
to ensure accessibility on behalf of the mobility impaired, and millions of dollars
obtained on behalf of the same mobility impaired classes.
He was selected as a Pennsylvania Super Lawyers’ Rising Star (Attorneys Under
40), an honor bestowed upon less than 2.5% of Pennsylvania attorneys for each of the
years 2005-2009. He began his legal career as an attorney at a Philadelphia boutique
litigation law firm where he worked on complex commercial litigation matters for both
plaintiffs and defendants. Prior to forming Brodsky & Smith, LLC, he was an attorney at
a Philadelphia insurance defense law firm in the Premises and Casualty Liability
Litigation Department.
Upon graduating law school, he served as a judicial law clerk for the Honorable
Albert W. Sheppard, Jr. of the Philadelphia Court of Common Pleas, First Judicial
District. He also served as a student law clerk for the Honorable William H. Yohn of the
United States District Court for the Eastern District of Pennsylvania and the Honorable
John T.J. Kelly, Jr. of the Commonwealth of Pennsylvania Superior Court.
He received his Juris Doctor from Temple University School of Law (1996)
where he was a member of the Moot Court Honor Society and the Political and Civil
Rights Law Review. He also served as a clinical intern at the Philadelphia District
Attorney’s Office. He received his Bachelor of Arts in International Politics and a minor
degree in Spanish from Pennsylvania State University (1993).
He is licensed to practice in state courts for the Commonwealth of Pennsylvania
(1996), the State of New Jersey (1996), the District of Columbia (1999), the State of New
York (2002), and the State of California (2006). He is also licensed to practice in federal
courts for the United States Supreme Court (2003); United States Court of Appeals for
the Third Circuit (1998), United States Court of Appeals for the Second Circuit (2007);
United States Court of Appeals for the Ninth Circuit (2007); United States District Court
for the Eastern District of Pennsylvania (1998), United States District Court of New
Jersey (1996), United States District Court for the Southern District of New York (2002),
United States Court for the Eastern District of New York (2003), United States District
Court for the Northern District of New York (2003), United States District Court for the
District of Colorado (2003); United States District Courts for the Northern, Southern,
Central and Eastern Districts of California (2006). He has also been admitted pro hac
vice in state and federal courts across the country in various matters.
3

MARC L. ACKERMAN:
Marc L. Ackerman joined Brodsky & Smith, LLC as a partner in October 2002.
He has over twenty years experience in representing both plaintiffs and defendants in
complex litigation. His current areas of practice include Class Action Shareholder,
Derivative, and Merger and Acquisition Litigation; Commercial Litigation; and Civil
Rights Litigation.
He began his legal career as an associate in the litigation department of a 250
attorney Philadelphia law firm. After working for the Department of Justice as a Special
Assistant United States Attorney for the Eastern District of Pennsylvania, he joined a 300
attorney Philadelphia law firm where he concentrated his practice in insurance and
commercial litigation matters. As a partner he represented Fortune 500 clients in
insurance fraud, RICO, wrongful death and other complex insurance matters. Prior to
joining Brodsky & Smith, LLC, he was Pennsylvania resident counsel for a small
boutique class action firm based in Connecticut.
He received his Juris Doctor from Temple University School of Law (1989)
where he served as the Director of Temple - LEAP, an organization dedicated to
introducing secondary school students to the profession and practice of law. He received
his Bachelor of Arts from Villanova University (1986, cum laude).
He is licensed to practice in state courts for the Commonwealth of Pennsylvania
(1989) and the State of New Jersey (1990). He is also licensed to practice in federal
courts for the United States Supreme Court (2003); United States Court of Appeals for
the Third Circuit (1995); Eastern District of Pennsylvania (1990) and United States
District Court of New Jersey (1990). He has also been admitted pro hac vice in state and
federal courts across the country in various matters.
JORDAN A. SCHATZ:
Jordan A. Schatz joined Brodsky & Smith, LLC as an associate in 2010. His
current practice areas include Class Action Shareholder, Derivative, and Merger and
Acquisition Litigation; Commercial Litigation; and Civil Rights Litigation.
He received his Juris Doctor from Drexel University Earl Mack School of Law
(2009) where he received a full academic scholarship. He received his Bachelor of
Science in Finance and a minor in International Business from Pennsylvania State
University (2006).
He is licensed to practice in state courts for the Commonwealth of Pennsylvania
(2009).
4

LANCE G. GREENE:
Lance G. Greene joined Brodsky & Smith, LLC as of counsel in March 2008 and
has worked with the firm since 2007. His current practice areas include Commercial
Litigation; Business Litigation; and Personal Injury Litigation.
Prior to opening his own litigation practice in Los Angeles, Lance was a senior
associate in the business litigation department of a mid-sized full service law firm based
in Irvine, California. Lance is a member of the California State Bar and the Los Angeles
County Bar Association.
Lance is a successful trial counsel as partially reflected by his $1.5 million
unanimous jury verdict in federal court in the employment discrimination matter of
Martin v. Arrow Electronics, which was the second largest federal trial verdict in Orange
County in 2006.
Lance received his Juris Doctor from the University of Minnesota School of Law
(1992), and his Bachelor of Science from Arizona State University (1985, History).
Lance is also a former United States Naval officer, having obtained his commission as
Ensign in 1985, served on the USS Dwight D. Eisenhower, CVN 69 from 1985- 1989,
where he attained the rank of Lieutenant and completed his inactive reserve service in
1993.
He is licensed to practice in the State of California (1993); United States District
Court for the Central District of California (1993); and United States District Court for
the Eastern District of Michigan (2002).
CLASS ACTION LITIGATION
SELECT FIRM ACCOMPLISHMENTS
In re A Million Little Pieces Litigation (SDNY 07-md-1771). This highly
publicized consumer class action alleged consumer fraud against Random House
Publishing Company and James Frey, the author of the New York Times Best Seller, A
Million Little Pieces. The firm was successful in achieving a settlement of $2.35 Million
Dollars for the Class.
In re Ryland Group, Inc. Securities Litigation (ND Tx 3:04-CV-541G). A securities
class action alleging fraudulent misrepresentations and violations of Section 10b-5 of the
Securities and Exchange Act. The matter resulted in a settlement of $1.2 Million for the
Class.
The firm represents shareholders in ERISA class action matters against plan
fiduciaries for publicly traded companies for violating their fiduciary duties in
administering retirement plans. The firm was Co-Lead or Liaison counsel in the
following ERISA matters:
5

SPX Corporation ERISA Litigation, (W.D. N.C. 04-cv-192), which achieved a
settlement in the amount of $3.2 Million for the Class (Co-Lead Counsel);
In re Loral Space Communications, Ltd. ERISA (SDNY 03-CV-9729), which
achieved a $6.25 Million settlement for the Class (Liaison Counsel);
Hanover Compressor Company ERISA Litigation (S.D. Texas H-02-0410), which
achieved a $1.775 Million for the Class (Settlement Counsel);
The firm is currently Lead Counsel in the certified class of all Pennsylvania local
governmental units in Delaware County v. First Union National Bank (Del. Cty., PA 01-
6326). The case has survived several appeals, the latest appellate victory being argued by
the firm before the Supreme Court of Pennsylvania in 2009.
MERGER AND ACQUISITION LITIGATION
The firm represents shareholders in merger and acquisition litigation alleging
breaches of fiduciary duties and violations of state corporation laws. These matters
attempt to obtain additional consideration for shareholders, as well as additional
disclosures as to the process of the merger and acquisition so shareholders can make an
informed decision before voting on whether the company should enter into the
transaction recommended by the companies’ Board of Directors.
The firm has been appointed as Interim/Lead Class Counsel in the following
shareholder merger and acquisition cases involving publicly traded companies:
In re Sovereign Bancorp Shareholder Litigation, (CCP, Philadelphia County, November
Term 2005, No. 0983), after many years of litigation, the parties reached a settlement
which conferred substantial benefits on the Company and Class Members, including
substantial corporate governance reforms adopted by Sovereign. The Court approved the
settlement in October 2008, was affirmed by the Pennsylvania Superior Court in 2010
and is currently the subject of a request for review by the Supreme Court of
Pennsylvania.
In re Provident Bank Shareholder Litigation, (Baltimore City Court, Maryland, 24-c-08-
008939), after conducting discovery, a settlement was reached which resulted in the
Company making additional substantial, material and remedial additional disclosures
regarding the process of the transaction, as well as additional disclosures regarding the
fairness opinion and work performed for Provident by its financial advisor Sandler
O’Neill. The settlement received final Court approval in 2009.
6

In re Entrust Shareholder Litigation, (Dallas County, Texas, 44 th Judicial District, No.
DC-09-04802-B), after conducting expedited discovery and filing a preliminary
injunction motion, the parties reached a settlement which included substantial and
material and remedial additional disclosures regarding the process of the transaction and
the financial analysis performed by Entrust’s financial advisor Barclays’ Capital
regarding the fairness of the transaction. The transaction price was increased $10 Million
during the time the litigation was pending. The settlement is subject to Court approval.
In re PharmaNet Shareholder Litigation, (Superior Court of New Jersey, Mercer County,
C-13-09), after conducting discovery, Plaintiffs negotiated supplemental material
disclosures that provided greater detail leading up to the Merger, clarification of the
financial analyses performed by UBS Investment Bank (“UBS”) and additional
information regarding the fundamentals supporting the valuation analyses performed by
UBS pertaining to the fairness of the Merger consideration. This settlement received
final Court approval in 2009.
In re Nashua Shareholder Litigation, (DNH 09-cv-188-SM), after conducting discovery,
the parties reached a settlement which included additional disclosures. These additional
disclosures revealed the unaudited financial projections for the fiscal years ending 2009-
2012 which were internally prepared by Nashua management and given to Nashua’s
financial advisor, Lincoln International, LLC, who issued a fairness opinion for the
transaction. Other material disclosures included specific results of the historical stock
trading analyses of the merging companies vis a vis selected public companies which
were used by Lincoln in rendering its Fairness Opinion and identification of specific
completed transactions from May 2006 through January 2009 (with target company and
acquiring company identified) in which Lincoln reviewed the financial information of
those transactions in order to assist them in its Fairness Opinion. The settlement received
final Court approval in 2009.
In re Cell Genesys Shareholder Litigation, (Superior Court of California, San Mateo
County, Civ 485528). After conducting discovery, the parties reached a settlement which
included additional disclosures. These additional disclosures revealed (i) the criteria
used to identify potential acquirers; (ii) how many companies Cell Genesys requested
their financial advisor to send letters of interest; (iii) how many companies expressed
interest who met Cell Genesys’ criteria (iv) the fact that all companies that Cell Genesys
attempted to merge with were publicly traded with at least one-viable late-stage product;
(v) why they chose their financial advisor to be Lazard; (vi) disclosure of Cell Genesys’
financial estimate in dollar range used in their prior proxy statement; (vii) an explanation
of why Lazard used a certain variable as part of its Selected Comparable Company
Analysis; and (viii) an explanation of Lazard’s analysis of probability of success of
BioSante’s primary product vis a vis six selected comparable companies. The settlement
received final approval in June 2010.
7

In re Natco Group Shareholder Litigation, (Harris County, Texas, 189 th District, No.
2009-35143). After conducting discovery, the parties reached a settlement which
included additional disclosures. The material information contained in the Supplemental
Disclosures included information relating to i) the Company determination that a stock
for stock merger with a fixed exchange ratio and no collar provided NATCO
shareholders with a better opportunity to participate in the value accretion of the merger
as opposed to either an all cash deal or a stock for stock deal with a floating exchange
ratio; ii) negotiations between Cameron and NATCO regarding the terms of the nonsolicitation
provision and termination fee provision of the agreement; iii) additional
disclosure by the Company regarding NATCO’s determination that “Company C” would
be unable to make a viable offer due to financial and regulatory difficulties; iv) disclosure
of Barclays Capital’s definition of “unlevered after-tax free cash flow” as EBITDA less
cash taxes less capital expenditures; v) Barclays Capital’s utilization of the Capital Asset
Pricing Model (“CAPM”) to analyze the discounted rates applied to the Discounted Cash
Flow Analysis for Cameron and NATCO; vi) the actual multiples ranges selected and
applied in the analysis for NATCO and Cameron in Barclays Capital’s Comparable
Company Analysis; vii) the actual multiples ranges selected and applied in the analysis
for Barclays Capital’s Comparable Transactions Analysis; viii) the qualitative judgments
made by Barclays Capital in the Discounted Cash Flow Analysis, Comparable Company
Analysis and Comparable Transactions Analysis; and ix) The specific financial terms of
NATCO’s engagement of Barclays Capital. The settlement received final approval in
May 2010.
In re Allied Capital Shareholder Litigation, Circuit Court of Maryland, Montgomery
County, No. 322639. While not Court appointed Lead Counsel, Brodsky & Smith was
one of the lead negotiators along with court appointed lead counsel for the shareholder
class, and represented two of the named class representatives. After discovery the parties
reached a settlement. Pursuant to the Settlement, Allied agreed to provide the Allied
shareholders with additional consideration – amounting to a dividend in the amount of
$0.20 per share, increasing the consideration received in the merger to Allied
shareholders by approximately $36 million. Allied also agreed to include certain
supplemental disclosures that related to the sales process and background of the merger,
as well as the financial analyses of the Acquisition. The settlement received final
approval in August 2010.
In re MSC Software Shareholder Litigation; Superior Court of California, Orange County
(No. 30-2009-00282743). After conducting discovery, the parties reached a settlement
which included additional disclosures. The material information contained in the
Supplemental Disclosures included information relating to i) other parties potentially
interested in purchasing MSC and the process by which such parties negotiated with
MSC; a stockholder rights agreement; the fairness opinion issued by J. P. Morgan; and
financial projections provided by MSC management. The settlement received final Court
approval in September 2009.
8

In re Gander Mountain Shareholder Litigation, (State of Minnesota, Ramsey County No.
62-cv-09-11024). After conducting discovery the parties reached a settlement. Pursuant
to the terms of the Settlement, the Special Committee of GMTN obtained an updated
fairness opinion from their independent financial advisor, Greene Holcomb, who opined
that as of January 14, 2010, the Transaction was fair, from a financial point of view, to
cashed-out shareholders. The settlement received final approval in October 2010.
In re Cornell Companies Shareholder Litigation, (Harris County, Texas, 270 th District,
No. 2010-26261). After conducting discovery, the parties reached a settlement which
included additional disclosures. The material information contained in the Supplemental
Disclosures included information relating to, (i) key information with respect to the
events that led to the merger and historical efforts by Cornell and GEO to enter into a
merger agreement; (ii) Cornell’s efforts in late 2009 – early 2010 to investigate strategic
alternatives for the Company, including acquisition opportunities, business unit
divestitures and other structural opportunities; (iii) Disclosure of key multiple ranges
utilized by Cornell’s investment banker in reaching its fairness opinion; and (iv)
disclosure of potential conflict of interest issues with the Company’s financial advisor.
In re Smithtown Bank Shareholder Litigation, (New York Supreme Court - Suffolk
County, 026751/2010). After conducting discovery, the parties reached a settlement
which included additional disclosures. The material information contained in the
Supplemental Disclosures included information relating to the status of the Company’s
efforts to meet regulatory requirements and the basis for its conclusion that it would be
unable to raise adequate capital to adequately fulfill the capital requirements; the basis
for the Board’s conclusion that they had exhausted the list of possible, suitable candidates
for acquiring Smithtown; the basis for the Board’s rejection of a “blind pool” proposal to
raise additional capital by recapitalizing Smithtown and its dilutive effect; details about
the assumptions used and analyses performed by the Company’s financial advisor in its
Net Present Value Analysis, including the basis for its selection of various key inputs and
discount rate utilized, including providing information and data for the risk-free rate,
equity risk premium, Ibbotson size premiums and Ibbotson industry premium, all
necessary inputs to arrive to the discount rate; and the identification of the thirty-seven
companies used in the financial advisor’s Analysis of Selected Merger Transactions, and
a description of the basis for its narrowing of comparable transactions in reaching its
fairness opinion.
In Re Silverleaf Resorts, Inc. Derivative Litigation, (Dallas County, Texas - Cause No.
DC-11-01419-F). After conducting discovery, the parties reached a settlement which
included additional disclosures. The material information contained in the Supplemental
Disclosures included information relating to the status of the Company’s and its financial
advisor’s communications with other potential suitors; the decision to engage in an
informal bidding process; activities during the exclusivity period; further analysis,
including multiple ranges, by the Company’s financial advisor regarding the Comparable
Company Analysis, Precedent Transaction Analysis and Discounted Cash Flow Analysis.
9

In Re Symyx Technologies, Inc. Shareholder Litigation, (Superior Court of California -
Santa Clara County - No. 1-10-CV-168621). After conducting discovery, the parties
reached a settlement which included additional disclosures. The material information
contained in the Supplemental Disclosures included information relating to Symyx’s
decision to restructure a particular business unit as well as the proposed divestiture of
that business to a third party; Board discussions regarding the adequacy of certain thirdparty
proposals; methodology by Symyx’s financial advisor to derive the terminal
EBITDA multiple range of 7.0x to 10.0x in its Stand-Alone Discounted Cash Flow
Analysis; relative contribution percentages for Symyx indicated in UBS’ Contribution
Analysis; the extent to which the Merger would be accretive to estimated EPS in
connection with the Accretion/Dilution Analysis performed by UBS; and the financial
forecasts utilized by Symyx and made available to the acquirer in connection with the
Merger.
In Re Double-Take Software, Inc. Shareholders Litigation, (DE Chancery - C.A. No.
5569-CC). After conducting discovery, the parties reached a settlement which included
additional disclosures. The material information contained in the Supplemental
Disclosures included information relating to both the process by which the defendants
entered into the Merger Agreement and the financial analyses by the Company’s
financial advisors.
In re American Commercial Lines Shareholder Litigation, (DE Chancery – C.A. No.
5919-VCL). After conducting discovery, the parties reached a settlement which included
additional disclosures. The material information contained in the Supplemental
Disclosures included information relating to the views of ACL’s management on the
Company’s prospects versus the extreme optimism expressed in certain analyst reports,
the results of the “go shop” period, and the key inputs and assumptions used in the
Company’s financial advisor’s analyses.
In re ActivIdentity Corp., et al., No. (Superior Court of California – Alameda Clara
County, No. RG10541071). After conducting discovery, the parties reached a settlement
which included additional disclosures. The material information contained in the
Supplemental Disclosures included information relating to Board consideration of other
potential bidders for the Company; various meetings of the Board to consider potential
transactions and specific bids for the Company, including reasons the Company did not
pursue certain bidders; further analysis performed by the Company’s financial advisor
with respect to the Selected Publicly Traded Companies Analysis and Discounted Cash
Flow Analysis; and the engagement and compensation of the financial advisor.
10

In re Smart Modular Technologies Shareholder Litigation, Superior Court of California -
Alameda County (RG11-573587). Plaintiffs’ efforts resulted in a settlement of additional
material disclosures being made to SMART’s public shareholders relating to the Merger,
in filings with the SEC. The additional disclosures provided to shareholders include, but
are not limited to: (a) presentations by Barclays to the Special Committee respectively on
March 12 and 21, 2011, regarding the Acquisition; and (b) background facts of the
Merger, including, among other things (i) in the past two years Barclays had received
approximately $4.6 million in fees for work done for Silver Lake and its affiliates; (ii)
management revised the operating plan twice in response to the Board and Special
Committee’s direction; (iii) the factors the Special Committee considered in deciding that
$9.25 per share was the minimum acceptable bid in April 2011; (iv) additional
information concerning a potential strategic buyer; (v) Barclay’s assumptions underlying
its sum of the parts analysis, including the reasons why Barclays used a higher discount
rate for the Company’s storage business; and (vi) additional information concerning the
rollover investors.
In Re Energy Connect Group, Inc. Shareholder Litigation, Superior Court of California –
Santa Clara, No. 1-11-CV-196058. After conducting discovery, the parties reached a
settlement which included additional disclosures. The material information contained in
the Supplemental Disclosures included information the issuance of 2,500,000 shares of
restricted stock to EnergyConnect management and with respect to the financial analysis
conducted by the Company’s financial advisor - the reasons that the Board did not
receive a liquidation analysis and with respect to the Company’s financial projections,
that the advisor did not assign probabilities for achieving its baseline or upside
projections.
In re Herald National Bank Shareholder Litigation, Supreme Court of New York –
Commercial Division, No. 651629/2011. After conducting discovery, the parties reached
a settlement which included additional disclosures. The material information contained
in the Supplemental Disclosures included information relating to conflict issues as to the
financial advisor; reasons for the allocation percentages between stock and cash;
projections of the Company; and multiple and discount rate ranges. Additionally, the
Termination Fee was reduced as well as the expiration of the time period during which
payment of the Termination Fee could be triggered
In Re Superclick Shareholder Litigation, No. 11-2-34471-1 SEA (King County Superior
Court). Plaintiffs’ efforts resulted in a settlement of additional material disclosures being
made to Superclick’s public shareholders relating to the Merger, in filings with the SEC.
The additional material disclosures included a) information about negotiations with other
potential acquirers and reasons to negotiate with and consummate a deal with AT&T; b)
why Superclick extended the exclusivity agreement with AT&T before a deal was struck;
c) why Superclick chose its financial banker (Vantage Point) and how much Vantage
Point had been paid in the past two years from Superclick in other matters; d) more
information regarding litigation and ongoing disputes that could have had an effect upon
the other competing bidders; e) disclosures regarding Vantage Point’s financial analyses,
including, but not limited to, i) industries considered in the market analysis; ii) specific
companies and data used to calculate the transaction values and resulting multiples; iii)
key data inputs used in a stand alone analysis for three years of revenue projections
(2012-2014). This settlement is subject to final court approval.
11

In re Adolor Corporation Shareholder Litigation, (United States District Court for the
Eastern District of Pennsylvania, No. 11-cv-7045). This matter is still in litigation.
In re SonoSite, Inc. Shareholder Litigation, (Superior Court of Washington – King
County, No. 11-2-44110-5-SEA) – This matter is still in litigation.
In Re Bluegreen Corporation Shareholder Litigation, (Circuit Court - Palm Beach
County, Florida, Case No. 502011CA018111) – This matter is still in litigation.
In re X-Rite Shareholder Litigation, (D.Mich. 2012) – This matter is still in litigation.
SHAREHOLDER DERIVATIVE LITIGATION
The firm is Lead Counsel in various shareholder derivative litigation matters
alleging, inter alia, breach of fiduciary duties and corporate mismanagement. In these
actions, our firms’ clients attempt to achieve corporate governance reforms on behalf of
publicly traded companies. The following are some of the cases in which the firm served
in a leadership capacity for a settled shareholder derivative case which achieved
substantial corporate governance reforms:
In re Corinthian Colleges Shareholder Derivative Litigation, (Superior Court of
California - Orange County, 06CC0147) (Liaison Counsel);
In re Impac Mortgage Holding Shareholder Derivative Litigation (Superior Court of
California - Orange County, 06CC0033) (Lead Counsel);
In re Visteon Shareholder Derivative Litigation (Michigan Circuit Court, Wayne County
05-506341) (Co-Lead Counsel);
In re Viacom Shareholder Derivative Litigation (Supreme Court New York, New York
County, Index No. 602526/05) (Liaison Counsel);
In re Genta Shareholder Derivative Litigation, (DNJ 04-3169) (Co-Lead Counsel);
In re Systemax Shareholder Derivative Litigation (Supreme Court of New York, New
York County, Index No. 05-8835) (Liaison Counsel);
12

IPO LITIGATION
Brodsky & Smith, LLC represented numerous investors in the various class action
complaints in the In re IPO Securities Litigation (SDNY 21 MC 92 (2001)). These
lawsuits alleged violations of securities laws against three hundred and ten issuers and
their underwriters involving fraud and conspiracy to artificially inflate the price of initial
public offerings in the late 1990’s. The firm assisted lead counsel and its executive
committee in several areas including factual investigation, legal research, preparing and
revising the amended consolidated complaints, document reviewing and discovery
matters. This litigation recently settled for $465 Million Dollars and received final
approval from the District Court in 2009 and is the subject of an appeal to the United
States Court of Appeals for the Second Circuit.
CIVIL RIGHTS LITIGATION
Brodsky & Smith, LLC represents disabled individuals and advocacy groups in
various litigation matters across the country. This representation includes enforcement of
Title III of the Americans with Disabilities Act, 42 U.S.C. Section 12181, as well as its
equivalent state law counterparts. Through this representation, the firm’s clients attempt
to make public accommodations accessible to all disabled individuals. Brodsky & Smith,
LLC has achieved both Consent Decrees and settlements on behalf of our clients against
hundreds of public accommodations around the country. The firm is Class Counsel in the
following certified matters:
Velasco v. Mrs. McGooch, Superior Court of California – Los Angeles County
(BC428347) which achieved a settlement for the Class in an amount of $750,000.00 and
complete remediation at over 160 Whole Foods locations in the State of California. The
matter has been approved by the Court in February 2012 and is in the remediation stage.
Acevedo v. TSA Stores, Inc., (CDCal. 11-2592) which achieved a settlement for the Class
in an amount of $625,000.00 and complete remediation at over 70 Sports Authority
locations in the State of California. The matter has been approved by the Court in
January 2012 and is in the remediation stage.
Hicks v. Smart & Final, Superior Court of California – Los Angeles County (BC428347)
which achieved a settlement for the Class resulting in complete remediation at over 75
Smart & Final locations in the State of California. The matter has been approved by the
Court in October 2011 and is in the remediation stage.
Pereira v. Ralph’s Grocery Company, (CDCal 07-841-PA) and Park v. Ralph’s Grocery
Company, (CDCal 08-02021-CAS), two related class cases which obtained class
certification over Defendants’ opposition for two classes for Defendants’ 250 plus
California locations. After successfully obtaining a reversal of summary adjudication
from the United States Court of Appeal for the Ninth Circuit, the parties reached a
settlement for complete remediation. This settlement received final Court approval in
June 2010 and is in the remediation stage.
13

In re Coffee Bean Litigation (CDCal 06-7448-PG), which achieved a $750,000 settlement
for the Class and complete remediation at over 250 Coffee Bean locations in the State of
California.
14