Jonathan Foster Helps Oracle and its Key Directors, Including Software Pioneer Larry Ellison, Prevail in Multibillion-Dollar Acquisition Dispute
New York, New York, May 16, 2023 – On July 28, 2016, Oracle Corporation, a leading provider of application, platform, and infrastructure products and services, announced an acquisition of NetSuite Inc., a provider of cloud-based financials and enterprise resource planning software for medium-sized businesses. The transaction was structured as a tender offer and, after two failed attempts, the minimum threshold was reached and the transaction closed on November 7, 2016.
An Oracle shareholder filed suit in Delaware Chancery court shortly thereafter alleging that Oracle Chairman of the Board and Chief Technology Officer Larry Ellison, Oracle CEO Safra Catz, and Oracle Director Renee James orchestrated the acquisition at an “unwarranted” premium and that the transaction “benefited Ellison at the expense of Oracle.” Plaintiffs alleged that this resulted in an overpayment by Oracle for NetSuite (and resulting damage to Oracle stockholders) of $3 billion, with Mr. Ellison and his family benefitting by almost half of that amount.
Defense counsel Latham and Watkins LLP and Young Conaway Stargatt & Taylor LLP retained experts including Jonathan Foster, to rebut Plaintiffs’ claims regarding the acquisition process. Mr. Foster opined that the process employed by the Board in establishing Special Committee of the Oracle Board and the Committee’s effors in analyzing and agreeing to the acquisition were consistent with custom and practice.
On May 12, 2023, Vice Chancellor Samuel Glasscock III ruled in favor of Mr. Ellison, Ms. Catz, and Ms. James. He concluded that allegations that Mr. Ellison drove the process and that Ms. Catz and Ms. James acted on his behalf were inconsistent with the evidence and determined that the acquisition represented an appropriate exercise of business judgment by the Oracle Special Committee and Board.
Mr. Foster was supported by Compass Lexecon and worked with Peter A. Wald, Blair Connelly, and Jarrod Muller from Latham & Watkins LLP and Elena C. Norman from Young Conaway Stargatt & Taylor LLP who successfully represented Oracle and its Key Directors.
About Current Capital Partners
Current Capital Partners LLC is an independent advisory and merchant banking firm focused primarily on the industrial and services sectors. We provide mergers and acquisitions advisory services, corporate management services, and private equity investing. The mergers and acquisitions advisory effort offers high-quality financial advisory services – including actionable ideas, buy-side and sell-side execution, strategic and capital structure reviews, restructuring advisory and related services – for corporate and investment firm clients seeking industry expertise, an independent perspective and senior attention. In our management services effort, we manage investments, provide restructuring advice, sit on Boards of Directors and provide related consulting services for other investors and financial institutions; and offer advice and expert witness services in complex corporate litigation. Our private equity investing business helps create value, primarily in lower middle market and smaller companies, with an integrated operating, finance and investment approach. Our Advisory Board and Executive Network are important advantages for our clients. Learn more at www.currentcap.com.
Jonathan F. Foster
Telephone: +1 212 223 0618