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

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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
Page 1 and 2: 1 2 3 4 5 6 BRODSKY & SMITH, LLC JA
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Page 41 and 42: JUDICIAL COMMENDATIONS Milberg has
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The firm’s recent appointments as
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Prior to forming Gardy & Notis, LLP
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EXHIBIT “D”
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1 2 3 4 5 6 7 8 9 10 11 12 EXHIBIT
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AUDET & PARTNERS, LLP Constitutiona
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AUDET & PARTNERS, LLP In re Chinese
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AUDET & PARTNERS, LLP Table Bluff R
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AUDET & PARTNERS, LLP Hilla v. TCI
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AUDET & PARTNERS, LLP Antitrust In
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AUDET & PARTNERS, LLP Securities &
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AUDET & PARTNERS, LLP About the Att
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EXHIBIT “E”
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LAW OFFICES BRODSKY & SMITH, LLC TW
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He has also been Lead Counsel in se
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LANCE G. GREENE: Lance G. Greene jo
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In re Entrust Shareholder Litigatio
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In re Gander Mountain Shareholder L
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In re Smart Modular Technologies Sh
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IPO LITIGATION Brodsky & Smith, LLC
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Declaration of Brian C. Kerr ISO Plaintiffs - Gilardi & Co, LLC

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