PROCEDURAL BACKGROUND. On May 5, 2014 and May 7, 2014, two related and substantially similar shareholder derivative actions were separately filed by Plaintiffs on behalf of Ixia against the Individual Defendants in the U.S. District Court for the Central District of California (the “Court”). On May 28, 2014, the Court consolidated those actions, appointed The ▇▇▇▇▇▇ Law Firm, P.C. and ▇▇▇▇▇▇▇ Topaz ▇▇▇▇▇▇▇ & Check, LLP as Co-Lead Counsel for Plaintiffs, and appointed Plaintiffs Erie and ▇▇▇▇▇▇ as Co-Lead Plaintiffs (the “Consolidation Order”) in the consolidated Action. On September 2, 2014, Plaintiffs filed a verified consolidated derivative complaint. On October 15, 2014, the Company filed a motion to dismiss the verified consolidated derivative complaint based on Plaintiffs’ failure to (i) make a prelitigation demand upon the Company’s Board and (ii) plead sufficient facts to show that such a demand would have been futile. On October 15, 2014, the Individual Defendants with the exception of ▇▇▇▇▇▇ also filed a motion to dismiss the verified consolidated derivative complaint for failure to state a claim and filed a joinder with respect to the Company’s motion to dismiss. On the same day, ▇▇▇▇▇▇ filed joinders with respect to both motions to dismiss. Following the Defendants’ filing of the motions to dismiss, pursuant to further stipulations of the parties and order of the Court (the “Scheduling Order”), Plaintiffs subsequently filed a Verified Consolidated Amended Shareholder Derivative Complaint (the “Complaint”) on January 26, 2015. The Complaint asserted nine counts on behalf of Ixia against the Individual Defendants: six separate counts for breach of fiduciary duty, two separate counts for restitution, and one count for violations of California Corporations Code Sections 25402 and 25502.5. Pursuant to the Scheduling Order, Defendants filed motions to dismiss the Complaint on March 2, 2015. In April 2015, Plaintiffs and Defendants agreed to explore a potential resolution of the Action by participating in an in-person mediation (“Mediation”) to be held before the ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, U.S. District Judge (Retired) (the “Mediator” or “Judge ▇▇▇▇▇▇▇▇”) in July 2015 in New York City. Accordingly, on April 24, 2015, the Court entered an order staying the Action pending the parties’ participation in the Mediation on July 23, 2015. On June 25, 2015 Plaintiffs and Defendants each submitted to the Mediator, and exchanged amongst each other, mediation statements in anticipation of the Mediation. On July 7, 2015, Plaintiffs submitted a settlement demand to Defendants. On July 21, 2015, Defendants submitted to Plaintiffs a written response to Plaintiffs’ settlement demand. During the week before the Mediation was held, counsel for Plaintiffs and Defendants each separately participated in pre-Mediation conference calls with ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, an experienced mediator who assisted Judge ▇▇▇▇▇▇▇▇ with the Mediation. The parties to the Action thereafter attended and participated in the full-day Mediation in New York City on July 23, 2015. With the substantial assistance of the Mediator, at the conclusion of the Mediation, the Parties to the Action reached an agreement in principle regarding the terms required to settle the Action, and thereafter the Parties executed the Stipulation.
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Sources: Settlement Agreement (Ixia)
PROCEDURAL BACKGROUND. On May 5July 19, 2014 and May 72016, 2014Plaintiff sent a pre-suit demand letter to Northwest’s Board, two related and substantially similar shareholder derivative actions were separately filed by Plaintiffs on behalf which at the time was composed of Ixia against the Individual Defendants in the U.S. District Court for the Central District of California (the “Court”). On May 28, 2014, the Court consolidated those actions, appointed The ▇▇▇▇▇▇ Law Firm, P.C. and ▇▇▇▇▇▇▇ Topaz ▇▇▇▇▇▇▇ & Check, LLP as Co-Lead Counsel for Plaintiffs, and appointed Plaintiffs Erie and ▇▇▇▇▇▇ as Co-Lead Plaintiffs (the “Consolidation Order”) in the consolidated Action. On September 2, 2014, Plaintiffs filed a verified consolidated derivative complaint. On October 15, 2014, the Company filed a motion to dismiss the verified consolidated derivative complaint based on Plaintiffs’ failure to (i) make a prelitigation demand upon the Company’s Board and (ii) plead sufficient facts to show that such a demand would have been futile. On October 15, 2014, the Individual Defendants with the exception of ▇▇▇▇▇▇ also filed a motion to dismiss the verified consolidated derivative complaint for failure to state a claim and filed a joinder with respect to the Company’s motion to dismiss. On the same day, ▇▇▇▇▇▇ filed joinders with respect to both motions to dismiss. Following the Defendants’ filing of the motions to dismiss, pursuant to further stipulations of the parties and order of the Court (the “Scheduling Order”), Plaintiffs subsequently filed a Verified Consolidated Amended Shareholder Derivative Complaint (the “Complaint”) on January 26, 2015. The Complaint asserted nine counts on behalf of Ixia against the Individual Defendants: six separate counts for breach of fiduciary duty, two separate counts for restitution, and one count for violations of California Corporations Code Sections 25402 and 25502.5. Pursuant to the Scheduling Order, Defendants filed motions to dismiss the Complaint on March 2, 2015. In April 2015, Plaintiffs and Defendants agreed to explore a potential resolution of the Action by participating in an in-person mediation (“Mediation”) to be held before the ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, U.S. District Judge (Retired) (the “Mediator” or “Judge ▇▇▇▇▇▇▇▇”) in July 2015 in New York City. Accordingly, on April 24, 2015, the Court entered an order staying the Action pending the parties’ participation in the Mediation on July 23, 2015. On June 25, 2015 Plaintiffs and Defendants each submitted to the Mediator, and exchanged amongst each other, mediation statements in anticipation of the Mediation. On July 7, 2015, Plaintiffs submitted a settlement demand to Defendants. On July 21, 2015, Defendants submitted to Plaintiffs a written response to Plaintiffs’ settlement demand. During the week before the Mediation was held, counsel for Plaintiffs and Defendants each separately participated in pre-Mediation conference calls with ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, an experienced mediator who assisted Judge ▇▇and non-party ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇. On November 28, 2016, Plaintiff filed a Verified Shareholder Derivative Complaint in the Action on behalf of Northwest in this Court. Plaintiff asserted claims against the Individual Defendants and former Northwest director ▇▇▇▇▇ ▇. ▇▇▇▇ for alleged breach of fiduciary duties, abuse of control, gross mismanagement, and unjust enrichment, and also asserted claims against the Toucan Entities, Cognate, and Defendant Powers for alleged breach of fiduciary duty as controlling shareholders and unjust enrichment. Plaintiff additionally asserted claims against the Toucan Entities and Cognate for alleged aiding and abetting. The Defendants accepted service of process, with the Mediationexception of ▇▇. The parties ▇▇▇▇, whom Plaintiff did not serve. On December 21, 2016, the Defendants filed an Unopposed Motion for Extension of Time to File Answer or Responsive Pleading, which the Court granted on January 3, 2017. On February 13, 2017, the Individual Defendants, the Toucan Entities, and Cognate, respectively, filed separate motions to dismiss the Verified Shareholder Derivative Complaint. On March 1, 2017, Plaintiff filed a Verified Amended Shareholder Derivative Complaint in the Action. On March 10, 2017, the Settling Parties filed a Joint Motion to Extend Time Requirements so that Defendants could extend time for briefing a response to the Action thereafter attended Verified Amended Shareholder Derivative Complaint, which was granted by the Court on March 17, 2017. On April 11, 2017, Plaintiff sent interrogatories and participated in requests for production of documents to Defendants, and filed a Notice of Service of Discovery Materials with the full-day Mediation in New York City Court. On April 17, 2017, the Individual Defendants, the Toucan Entities, and Cognate, respectively, filed separate motions to dismiss the Verified Amended Shareholder Derivative Complaint. On April 21, 2017, the Defendants filed Defendant’s Motion for Protective Order Staying Discovery Pending Dispositive Motions, moving to stay all discovery until the motions to dismiss were decided. Following Plaintiff’s withdrawal of the discovery requests that were the subject of Defendants’ April 21, 2017 Motion for Protective Order Staying Discovery Pending Dispositive Motions, on April 28, 2017, Defendants filed a Line Withdrawing Motion to Stay Discovery, requesting that their motion be withdrawn without prejudice. On May 5, 2017, Plaintiff filed an Unopposed Motion for Extension to the deadlines for briefing the pending motions to dismiss, which the Court granted on June 15, 2017. On July 3, 2017, Plaintiff filed an Unopposed Motion for a Second Extension to the deadlines for briefing the pending motions to dismiss, which the Court granted on July 2326, 20152017. With the substantial assistance On August 8, 2017, Plaintiff filed an Unopposed Motion to Stay Proceedings pending an Order on preliminary approval of the MediatorSettlement, at which the conclusion of the MediationCourt granted on September 15, the Parties to the Action reached an agreement in principle regarding the terms required to settle the Action, and thereafter the Parties executed the Stipulation2017.
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PROCEDURAL BACKGROUND. On May 5October 26, 2014 and May 72018, 2014Plaintiff ▇▇▇▇▇▇▇ filed a Verified Shareholder Derivative Complaint, two related and substantially similar shareholder derivative actions were separately filed by Plaintiffs on behalf of Ixia Impinj, against the Individual Defendants in asserting violations of Section 14(a) of the U.S. District Court for the Central District Securities Exchange Act of California 1934 (“Exchange Act”) and Rule 14a-9 promulgated thereunder, breach of fiduciary duty, and unjust enrichment (the “Court▇▇▇▇▇▇▇ Action”). On May October 28, 20142018, Plaintiff ▇▇▇▇▇ filed a Verified Shareholder Derivative Complaint, on behalf of Impinj, against the Individual Defendants asserting violations of Section 14(a) of the Exchange Act and Rule 14a-9 promulgated thereunder, breach of fiduciary duty, and unjust enrichment (the “▇▇▇▇▇ Action”). On November 8, 2018, Plaintiffs de la Fuente and ▇▇▇▇▇▇▇ filed a Verified Stockholder Derivative Complaint asserting breach of fiduciary duties, insider selling and misappropriation of information, unjust enrichment, and violations of Section 14(a) of the Exchange Act and Rule 14a- 9 promulgated thereunder (the “De La Fuente Action”).1 On December 26, 2018, the parties in the Derivative Action filed a Joint Stipulation and [Proposed] Order Consolidating Related Shareholder Derivative Actions and Establishing a 1 The ▇▇▇▇▇▇▇ Action, ▇▇▇▇▇ Action, and the De La Fuente Action are collectively referred to herein as the “Derivative Action.” Leadership Structure. On January 2, 2019, the Court granted the stipulation, which: (i) consolidated those actionsthe Derivative Action; and (ii) appointed Fotouhi’s and ▇▇▇▇▇’▇ counsel, appointed The ▇▇▇▇▇ Law Firm, P.A. and The ▇▇▇▇▇ Law Firm, P.C. and ▇▇▇▇▇▇▇ Topaz ▇▇▇▇▇▇▇ & Check, LLP as Co-Lead Counsel for Plaintiffs, and appointed Plaintiffs Erie and ▇▇▇▇▇▇ LLP as CoLiaison Counsel. On January 25, 2019, the Parties filed a Joint Stipulation and [Proposed] Order Staying Action, which the Court granted on January 28, 2019, and which stayed the Derivative Action until the resolution of a related securities class action, In re Impinj, Inc. Securities Litigation, Case No. 3:18-Lead Plaintiffs cv-05704 pending in the U.S. District Court for the Western District of Washington (the “Consolidation OrderSecurities Class Action”) in the consolidated Action). On September 2January 30, 2014, Plaintiffs filed a verified consolidated derivative complaint. On October 15, 2014, the Company filed a motion to dismiss the verified consolidated derivative complaint based on Plaintiffs’ failure to (i) make a prelitigation demand upon the Company’s Board and (ii) plead sufficient facts to show that such a demand would have been futile. On October 15, 2014, the Individual Defendants with the exception of ▇▇▇▇▇▇ also filed a motion to dismiss the verified consolidated derivative complaint for failure to state a claim and filed a joinder with respect to the Company’s motion to dismiss. On the same day, ▇▇▇▇▇▇ filed joinders with respect to both motions to dismiss. Following the Defendants’ filing of the motions to dismiss, pursuant to further stipulations of the parties and order of the Court (the “Scheduling Order”), Plaintiffs subsequently filed a Verified Consolidated Amended Shareholder Derivative Complaint (the “Complaint”) on January 26, 2015. The Complaint asserted nine counts on behalf of Ixia against the Individual Defendants: six separate counts for breach of fiduciary duty, two separate counts for restitution, and one count for violations of California Corporations Code Sections 25402 and 25502.5. Pursuant to the Scheduling Order, Defendants filed motions to dismiss the Complaint on March 2, 2015. In April 2015, Plaintiffs and Defendants agreed to explore a potential resolution of the Action by participating in an in-person mediation (“Mediation”) to be held before the ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, U.S. District Judge (Retired) (the “Mediator” or “Judge ▇▇▇▇▇▇▇▇”) in July 2015 in New York City. Accordingly, on April 24, 20152019, the Court entered an order staying administratively closed the Action pending the parties’ participation in the Mediation on July 23, 2015. On June 25, 2015 Plaintiffs and Defendants each submitted to the Mediator, and exchanged amongst each other, mediation statements in anticipation of the Mediation. On July 7, 2015, Plaintiffs submitted a settlement demand to Defendants. On July 21, 2015, Defendants submitted to Plaintiffs a written response to Plaintiffs’ settlement demand. During the week before the Mediation was held, counsel for Plaintiffs and Defendants each separately participated in pre-Mediation conference calls with ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, an experienced mediator who assisted Judge ▇▇▇▇▇▇▇▇ with the Mediation. The parties to the Action thereafter attended and participated in the full-day Mediation in New York City on July 23, 2015. With the substantial assistance of the Mediator, at the conclusion of the Mediation, the Parties to the Action reached an agreement in principle regarding the terms required to settle the Derivative Action, and thereafter the Parties executed the Stipulation.
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