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NOTICE OF PENDENCY AND PROPOSED SETTLEMENT OF SHAREHOLDER DERIVATIVE LITIGATION

UNITED STATES DISTRICT COURT

FOR THE NORTHERN DISTRICT OF CALIFORNIA

OAKLAND DIVISION

 

NOTICE OF PENDENCY AND PROPOSED SETTLEMENT OF SHAREHOLDER DERIVATIVE LITIGATION
TO: ALL CURRENT RECORD OR BENEFICIAL OWNERS OF GOPRO, INC. SECURITIES AS OF FEBRUARY 4, 2021:
PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY. IT CONTAINS IMPORTANT INFORMATION ABOUT YOUR LEGAL RIGHTS. THIS NOTICE RELATES TO A PROPOSED SETTLEMENT OF SHAREHOLDER DERIVATIVE LITIGATION AND CLAIMS ASSERTED ON BEHALF OF GOPRO, INC. (GOPRO OR THE COMPANY).
IF THE COURT APPROVES THE SETTLEMENT AND DISMISSAL OF THE SHAREHOLDER DERIVATIVE LITIGATION, SHAREHOLDERS OF GOPRO WILL BE FOREVER BARRED FROM CONTESTING THE APPROVAL OF THE PROPOSED SETTLEMENT AND FROM PURSUING THE RELEASED CLAIMS.
THESE ACTIONS ARE NOT CLASS ACTIONS. THUS, THERE IS NO COMMON FUND UPON WHICH YOU CAN MAKE A CLAIM FOR A MONETARY PAYMENT.
EXECUTIVE SUMMARY

A federal court authorized this Notice. This is not a solicitation from a lawyer.

  • This settlement notice relates to certain derivative litigation brought by GoPro shareholders on behalf of GoPro against certain of GoPro’s current and former officers and directors alleging, among other things, violations of the federal securities laws, breaches of fiduciary duty, and insider trading.
  • The Settling Parties1 have reached a proposed settlement of the above-described derivative actions (the Settlement), subject to the approval of the Court, as provided in the Stipulation. Under the terms of the proposed Settlement, GoPro and its Board of Directors will adopt and implement certain corporate governance changes. The proposed Settlement also provides for the payment of fees and expenses for Settling Shareholders’ Counsel. A more detailed description of the Settlement terms, as well as a description of the history of the derivative actions and an explanation of shareholders’ legal rights with respect to the Settlement is provided in full below.
  • The Court will consider the Settlement and all matters related to the Settlement at the Settlement Hearing for the purpose of determining whether the proposed Settlement should be approved as fair, reasonable, and adequate, among other things. The Settlement Hearing will be held on July 28, 2021, at 2:30 p.m. before the Honorable Claudia Wilken at the United States District Court for the Northern District of California, Oakland Courthouse, 1301 Clay Street, Oakland, CA 94612. The date and time of the Settlement Hearing may change without further written notice to GoPro shareholders. Additionally, the hearing could be held remotely. Any person interested in attending the hearing is encouraged to check the docket for the latest information as to the hearing’s location, date, time, and instructions for remote access.
  • If you owned GoPro stock as of the close of trading on February 4, 2021, and you continue to hold such GoPro stock through the date of the Settlement Hearing on July 28, 2021, you may object to the proposed Settlement or Settling Shareholders’ Counsel’s application for attorneys’ fees and expenses in writing, and you also may appear at the Settlement Hearing. A more detailed description of how to object is set forth below. Any objections to the proposed Settlement or Settling Shareholders’ Counsel’s fee and expense application must be mailed to or filed with the Court such that they are filed or postmarked no later than June 16, 2021, in accordance with the below instructions.
PURPOSE OF THIS NOTICE

This Notice of Pendency and Proposed Settlement of Shareholder Derivative Litigation (the Notice) is provided to Current GoPro Shareholders pursuant to an order of the United States District Court for the Northern District of California (the Court). This is not a solicitation from a lawyer. The Court has not determined the merits of Settling Shareholders’ claims or Derivative Defendants’ defenses. By this Notice, the Court does not express any opinion as to the merits of any claim or defense asserted by any party in the California Derivative Action, the Delaware Derivative Actions, or the Booth Demands (collectively, the Shareholder Derivative Litigation).

The purpose of this Notice is to advise you that, pursuant to the Court’s Preliminary Approval Order, a hearing will be held on July 28, 2021, at 2:30 p.m., before the Honorable Claudia Wilken or such other judge as may be sitting in her place and stead, at the Ronald V. Dellums Federal Building and United States Courthouse, 1301 Clay Street, Oakland, CA 94612 (or at such a date, time, or location as the Court may direct without further notice) (the Settlement Hearing) to determine: (i) whether the terms of a proposed settlement (the Settlement) of the Shareholder Derivative Litigation described below is fair, reasonable, adequate, and in the best interests of GoPro; (ii) whether this Notice fully satisfies the requirements of Rule 23.1 of the Federal Rules of Civil Procedure and due process; (iii) whether the Final Order and Judgment should be entered dismissing the above-captioned matter with prejudice, releasing the Released Persons from the Released Claims; (iv) whether the amount of attorneys’ fees and expenses to be awarded to Settling Shareholders’ Counsel is fair and reasonable; and (v) any other matters that come before the Court. You have an opportunity to be heard at this hearing.

The Court may adjourn the Settlement Hearing by oral or other announcement at such hearing or make any other adjournment without further notice of any kind. The Court also may hold the Settlement Hearing remotely. Any person interested in attending the hearing is encouraged to check the docket for the latest information as to the hearing’s location, date, time, and instructions for remote access.

The Court may approve the Settlement with or without modification, enter the Final Order and Judgment, and order the payment of the Fee and Expense Award without further notice of any kind.

The terms and conditions of the proposed Settlement are summarized in this Notice and set forth in full in the Stipulation. Additional details regarding the Settlement are available at the investor relations section of GoPro’s website at http://www.gopro.com.

I.      BACKGROUND OF THE SHAREHOLDER DERIVATIVE LITIGATION

This settlement relates to a series of derivative lawsuits and demands that followed GoPro’s announcement on November 3, 2016, that it would reduce 2016 full-year revenue guidance in light of production ramp-up issues with its HERO5 camera and its recently released drone, Karma, and the subsequent recall of Karma on November 8, 2016. These derivative actions and demands are factually related to the federal securities class action entitled, Larkin v. GoPro, Inc., Case No. 16-cv-06654-CW (N.D. Cal.) (the Larkin Securities Action), which was settled in 2018 for $6.75 million.2

A.      The California Derivative Action

After making a demand pursuant to 8 Del. C. § 220 (Section 220) to inspect certain of GoPro’s books and records and receiving documents related to the Company’s 2016 guidance and the availability of GoPro’s HERO5 camera and Karma drone pursuant to that demand (the 220 Documents), on February 13, 2018, Wenduo Guo filed a derivative complaint in the United States District Court for the Northern District of California (the Court) entitled, Guo v. Woodman, Case No. 18-cv-00920-CW (N.D. Cal.), against certain of the Company’s current and former officers and directors. The complaint alleges that pre-suit demand on GoPro’s Board is futile, and asserts claims for violation of Section 10(b) and 14(a) of the Securities Exchange Act of 1934 (the 1934 Act) and for breach of fiduciary duty relating to the events and circumstances at issue in the Larkin and Park Securities Actions. On February 27, 2018, plaintiff Mario Romero filed a factually related derivative complaint in this Court entitled, Romero v. Woodman, Case No. 18- cv-01284-CW. The two actions were consolidated on April 6, 2018 under the name In re GoPro Stockholder Deriv. Litig., Lead Case No. 18-cv-00920-CW (N.D. Cal.) (the California Derivative Action), and were subsequently stayed pending further events in related litigation. After the stay was lifted, on June 15, 2020, defendants filed a motion to dismiss the California Derivative Action complaint.

B.      The Consolidated Delaware Action

After making a Section 220 demand on GoPro and receiving the 220 Documents, shareholder Charlie Steinberg filed an action entitled Steinberg v. Woodman, C.A. No. 2018-0784-JRS in the Delaware Court of Chancery (the Steinberg Action). The complaint alleged that pre-suit demand on GoPro’s Board was futile, and asserted claims for breach of fiduciary duty and insider trading relating to the events and circumstances at issue in the Larkin and Park Securities Actions.

GoPro shareholders Steve Noury and Barbara and Richard Silberfeld also made Section 220 demands on GoPro and received the 220 Documents. Later, Noury and the Silberfelds made additional Section 220 demands on GoPro seeking further books and records related to similar facts and circumstances as alleged in the Park Securities Action. After receiving those additional documents, on November 7, 2018, Noury and the Silberfelds filed a derivative complaint in the Court of Chancery entitled, Noury v. Woodman, C.A. No. 2018-0812-JRS (the Noury Action). The complaint alleged that pre-suit demand on GoPro’s Board was futile, and asserted claims for breach of fiduciary duty and insider trading relating to the events and circumstances at issue in the Larkin and Park Securities Actions.

The Steinberg Action and the Noury Action were consolidated on December 3, 2018, under the name In re GoPro, Inc. Stockholder Deriv. Litig., Consol. C.A. No. 2018-0784-JRS (Del. Ch.) (the Consolidated Delaware Action). Defendants moved to dismiss the operative complaint in the Consolidated Delaware Action. On April 28, 2020, the Court of Chancery granted defendants’ motion to dismiss with prejudice pursuant to Del. Ch. Ct. R. 23.1 (the April 28 Order). On May 8, 2020, plaintiffs in the Consolidated Delaware Action filed a notice of appeal of the April 28 Order of dismissal to the Delaware Supreme Court. Briefing on that appeal has not yet commenced.

C.      The Non-Consolidated Delaware Actions
1. The Mays Action

After making a Section 220 demand and receiving the 220 Documents, shareholder David Mays & Janice Alley Living Trust UA 05/19/2014 (the Mays Trust) issued a shareholder litigation demand on GoPro’s Board pursuant to Del. Ch. Ct. R. 23.1 relating to the events and circumstances at issue in the Larkin and Park Securities Actions. GoPro subsequently informed the Mays Trust that the Board would defer its response to the demand pending further developments in related securities and derivative litigation. On December 26, 2018, the Mays Trust filed an action in the Delaware Court of Chancery entitled David Mays & Janice Alley Living Trust UA 05/19/2014 v. Woodman, C.A. No. 2018-0935-JRS (the Mays Action), alleging that the Board had wrongfully refused the demand, and asserting claims for breach of fiduciary duty and insider trading. The parties agreed that no response to the complaint in the Mays Action would be due until plaintiff issued written notice that defendants should respond. No such written notice has yet issued.

2.      The De Nicola Action

On July 30, 2018, plaintiffs Giuseppe De Nicola, Junhee Lee, and Alessandro Lobascio,3 along with three other putative GoPro shareholders, issued a shareholder litigation demand on GoPro’s Board pursuant to Del. Ch. Ct. R. 23.1 relating to the events and circumstances at issue in the Larkin and Park Securities Actions. On September 4, 2018, and while the Company was still evaluating the demand, plaintiffs De Nicola, Lee, and Lobascio filed an action in California Superior Court, County of San Mateo. Because the Derivative Defendants argued that this action was filed in the wrong forum, plaintiffs voluntarily dismissed the California complaint and refiled an action in the Delaware Court of Chancery on February 15, 2019, entitled, De Nicola, et al. v. Woodman, C.A. No. 2019-0119-JRS (the De Nicola Action). Defendants filed a motion to dismiss the complaint on June 7, 2019, and on August 27, 2019, plaintiffs filed an amended complaint rather than oppose the motion to dismiss. The amended complaint in the De Nicola Action asserts claims for breach of fiduciary duty, unjust enrichment, corporate waste, insider trading, and violation of Section 14(a) of the 1934 Act. Prior to briefing on defendants’ motion to dismiss the amended complaint, the parties agreed to stay the action pending final resolution of the motion to dismiss in the Consolidated Delaware Action.4

D.      Shareholder Jason Booth’s Litigation Demands

On November 29, 2016, shareholder Jason Booth issued a shareholder litigation demand on GoPro’s Board pursuant to Del. Ch. Ct. R. 23.1 (the November 29, 2016 Demand). Among other things, the November 29, 2016 Demand contended that certain officers and directors of the Company breached their fiduciary duties in connection with the events and circumstances at issue in the Larkin Securities Action. On February 5, 2018, Booth issued a supplemental shareholder litigation demand on GoPro’s Board pursuant to Del. Ch. Ct. R. 23.1 (collectively, with the November 29, 2016 Demand, the Booth Demands), contending that certain officers and directors of the Company had breached their fiduciary duties in connection with the events and circumstances at issue in the Park Securities Action. GoPro subsequently informed Booth that the Board would defer its response to the Booth Demands pending further developments in related securities and derivative litigation. The Board’s final consideration of the Booth Demands remains pending.

II.    SETTLEMENT NEGOTIATIONS

Counsel for the Derivative Defendants, California Derivative Action, the Consolidated Delaware Action and the Booth Demands engaged in extensive efforts to resolve those actions. On August 21, 2018, counsel for the California Derivative Action, the Consolidated Delaware Action and the Booth Demands sent GoPro a confidential settlement demand. On September 11, 2018, counsel for the California Derivative Action, the Consolidated Delaware Action, the De Nicola Action and the Booth Demands attended the day-long mediation in the Larkin Securities Action in San Francisco with mediator, Robert A. Meyer. Although no agreement was reached during the Larkin Mediation, over the next six months, counsel for the Derivative Defendants, the California Derivative Action, the Consolidated Delaware Action and the Booth Demands continued a dialogue regarding a potential settlement, including exchanging multiple drafts of proposed corporate governance remedials.

Negotiations reached an impasse in February 2019, and counsel for the California Derivative Action, the Consolidated Delaware Action and the Booth Demands proceeded to litigate the Consolidated Delaware Action, and thereafter the California Derivative Action. In June 2020 settlement negotiations resumed between counsel for the Derivative Defendants, the California Derivative Action, the Consolidated Delaware Action and the Booth Demands. Over the course of the next several months, those parties engaged in extensive discussions regarding the details of certain settlement terms and ultimately came to agreement on all substantive terms for the resolution of Settling Shareholders’ derivative claims, including the corporate governance reforms set forth herein. After negotiation of the material terms of the Settlement, the Settling Parties separately negotiated at arm’s-length the amount of attorneys’ fees and expenses to be awarded by the Court to the Settling Shareholders’ Counsel.

III.  SUMMARY OF THE SETTLEMENT TERMS

The terms and conditions of the proposed Settlement are set forth fully in Section VI of the Stipulation. The following is only a summary of its terms.

Pursuant to the Settlement of the Shareholder Derivative Litigation, GoPro has or shall within thirty (30) days after the Court’s entry of the Final Order and Judgment implement certain corporate governance reforms. Specifically, GoPro has made or will make the following changes to the Company’s policies and procedures, which will serve to improve the Company’s compliance with applicable laws and regulations, and enhance Board oversight of the Company’s compliance function:

1) The Company will amend its Insider Trading Policy in the following respects: (i) expanding the definition of “Covered Person” to include all employees, regardless of title; (ii) clarifying the definitions of closed trading windows and special blackout periods; (iii) expanding the definition of “Pre-Clearance Group Members” to include Senior Directors and above in the Finance Department; (iv) requiring that pre-clearance requests be submitted 48 hours in advance for Section 16 Parties and 24 hours in advance for non-Section 16 Pre-Clearance Group Members; and (v) inclusion of a new section reminding directors and officers of their legal obligations relating to trading.

2) The General Counsel (or his or her designee) shall provide an update twice a year to the Audit Committee on compliance with the Insider Trading Policy as revised above.

3) The Company will formally adopt a Disclosure Committee Charter stating that the Disclosure Committee will consist of, but not be limited to: General Counsel or Associate General Counsel, VP of Finance – Accounting and Financial Reporting, with participation from and including finance teams representing FP&A, Tax and Treasury, and Financial Reporting, and VP of Internal Controls, and representative(s) for the following functional groups: Engineering, Sales, and Marketing. The Disclosure Committee Charter will state that GoPro’s policy is that all disclosures made by GoPro to its security holders or to the investment community should be accurate and complete and fairly present the Company’s financial condition and results of operations in all material respects as required and in compliance with applicable laws and regulations and should be made on a timely basis as required by applicable laws and rules and NASDAQ Global Market rules and requirements. The Disclosure Committee Charter will state that the Disclosure Committee will assist the Chief Executive Officer (CEO) and the Chief Financial Officer (CFO) in fulfilling their responsibility for oversight on the accuracy and timeliness of the disclosures made by the Company by being responsible for the following tasks, in each case subject to the supervision and oversight of the CEO and CFO: Implement the Company’s disclosures controls and procedures; Monitor and periodically evaluate the effectiveness of the Company’s disclosure controls and procedures; Oversight of preparation of the Company’s periodic reports, registration statements and other information filed with or supplied to the SEC (i.e., Form 10-K and Form 10-Q). The Disclosure Committee Charter will state that the Committee shall have full access as reasonably necessary to all of the Company’s books, records, facilities and personnel.

4) The Board will have no less than four regularly scheduled meetings each year at which it reviews and discusses at any given meeting, such topics as leadership continuity, management development, management reports on the performance of the Company, its plans and prospects, as well as more immediate issues facing the Company and on a periodic basis will be presented with information regarding: (i) new core product launches and the product line-ups; (ii) consumer demand or sales forecasts for the Company’s core products; and (iii) material performance or production defects concerning the Company’s core products, including remediation efforts to resolve any performance or production defects.

5) The Company will encourage directors to participate in continuing education programs focused on the Company’s business and industry, committee roles and responsibilities and legal and ethical responsibilities of directors.

6) The Company shall formally designate the General Counsel as Chief Compliance Officer with responsibility for overseeing compliance at GoPro, including the oversight of the Company’s compliance framework and corporate governance.

7) To the extent not already included in the responsibilities of the Lead Independent Director, the responsibilities shall be expanded to include the duty to chair all meetings of the Board when the Chairman is not present and to lead executive sessions of the board’s independent or non- management directors.

8) Absent extraordinary circumstances, the Chairman of the Board (if the Chairman is not CEO) or the Lead Independent Director (if the Chairman is also the CEO) shall participate in each annual stockholder meeting. Should the Chairman or Lead Independent Director, per the above, be unable to participate, another independent director shall participate in the annual stockholder meeting in his or her place.

9) No individual member of the Board shall chair more than one standing committee of the Board.

These reforms shall remain in effect for no less than three (3) years from the Effective Date of the Settlement, provided, however, that any reform can be altered or removed by the affirmative vote of a majority of the independent directors of the Board, upon determining, in good faith, that such measure conflicts or is substantially redundant with any law, regulation, or rule (including rules of the NASDAQ or other exchange or quotation system).

These changes and enhancements were made, in material part, to augment the Board’s oversight and address certain matters alleged or asserted in the Shareholder Derivative Litigation.

IV.    RELEASE AND DISMISSAL

The Settlement calls for the Releasing Parties, including Settling Shareholders (on behalf of themselves, all Current GoPro Shareholders and, derivatively, on behalf of GoPro), their Related Persons, and anyone making claims through or on behalf of any of them, to release any and all of the Released Claims against each and all of the Released Persons, as defined in the Stipulation. The term “Released Claims” shall collectively mean any and all claims and causes of action of every nature and description whatsoever, whether known or unknown, whether arising under federal, state, common or foreign law (including “Unknown Claims,” as defined in the Stipulation) that have been alleged or asserted or could have been alleged or asserted in any pleading or forum by any of the Settling Shareholders (or any other GoPro shareholder derivatively on behalf of GoPro), GoPro, or any of the Settling Shareholders’ Counsel against any Released Person based upon, arising from, or relating in any way whatsoever to (i) any of the claims, facts, events, transactions, occurrences, acts, disclosures, statements, alleged omissions or failures to act, or any other circumstance alleged, set forth, or referred to by Settling Shareholders in the Shareholder Derivative Litigation, or that could have been alleged in the Shareholder Derivative Litigation, or (ii) the settlement of the Shareholder Derivative Litigation, including the payments provided for in the Stipulation, and the reasonable attorneys’ fees, cost, and expenses incurred in defense thereof.

Excluded from the term Released Claims are all claims, rights, or causes of action or liabilities whatsoever related to the enforcement of the Settlement, including, without limitation, any of the terms of the Stipulation or orders or judgments issued by the courts in connection with this Settlement.

Should the Court approve the Settlement and enter the Final Order and Judgment, all of Settling Shareholders’ Released Claims against the Derivative Defendants shall be dismissed with prejudice and the Released Persons shall be released from the Released Claims.

V.      SETTLING SHAREHOLDERS’ POSITION CONCERNING SETTLEMENT

Settling Shareholders believe that the claims asserted in the Shareholder Derivative Litigation have substantial merit yet support settling the Shareholder Derivative Litigation because they believe that a settlement on the terms provided for in the Stipulation is fair, reasonable, and adequate and provides substantial benefits to the Company and Current GoPro Shareholders based upon the terms and procedures outlined therein (and summarized herein).

Settling Shareholders have also taken into account the uncertain outcome and the risk of any litigation, especially in complex cases such as the Shareholder Derivative Litigation, as well as the difficulties and delays inherent in such litigation. Settling Shareholders are also mindful of the inherent problems of proof and the possible defenses to the claims alleged in the Shareholder Derivative Litigation.

VI.    DERIVATIVE DEFENDANTS’ POSITION CONCERNING SETTLEMENT

Derivative Defendants have denied, and continue to deny, any fault, liability, or wrongdoing of any kind. The Derivative Defendants continue to deny vigorously each and all of the claims and contentions alleged in the Shareholder Derivative Litigation and assert that all claims and contentions alleged in the Shareholder Derivative Litigation are completely without merit. The Individual Defendants assert that at all relevant times, they acted in good faith and in a manner they reasonably believed to be in the best interests of the Company and Current GoPro Shareholders.

Derivative Defendants entered into the Stipulation solely because the Settlement would eliminate the burden, expense, and uncertainties inherent in further litigation. Derivative Defendants believe that the settlement of the Shareholder Derivative Litigation on the terms provided for in the Stipulation is fair, reasonable, and adequate based upon the terms and procedures outlined therein.

GoPro acknowledges that the initiation and prosecution of the Shareholder Derivative Litigation and discussions with Settling Shareholders’ Counsel were a material cause of the adoption and implementation of the governance reforms described in the Stipulation, and that such reforms confer a substantial benefit on the Company.

As set forth in additional detail in the Stipulation, neither the Stipulation, nor any of its terms or provisions, nor entry of the Final Order and Judgment, nor any document or exhibit referred in or attached to the Stipulation, nor any action taken to carry out the Stipulation, is, may be construed as, or may be used as evidence of the validity of any of the Released Claims, or an admission by or against Derivative Defendants of any fault, wrongdoing, or concession of liability.

VII.  SETTLING SHAREHOLDERS’ COUNSEL’S ATTORNEYS’ FEES AND EXPENSE AWARD

 Settling Shareholders’ Counsel have asked the Court to approve an agreed-to award of attorneys’ fees and expenses in the amount of $400,000 (the Fee and Expense Award), as appropriate consideration for the substantial benefits conferred upon GoPro as a result of the prosecution and settlement of the Shareholder Derivative Litigation.

Settling Shareholders’ Counsel may apply for a proposed incentive award for each Settling Shareholder, not to exceed $1,000 each, in recognition of the substantial benefits they have helped to create for GoPro (the Incentive Awards). Any Incentive Awards approved by the Court shall be funded from the portion of the Fee and Expense Award distributed to such Settling Shareholder’s Counsel.

VIII.          THE RIGHT TO BE HEARD AT THE SETTLEMENT HEARING

Any Current GoPro Shareholder may appear at the Settlement Hearing and show cause, if he, she, or it has any reason why the Settlement of the Shareholder Derivative Litigation embodied in the Stipulation should not be approved as fair, reasonable, and adequate, or why the Final Order and Judgment should or should not be entered, or why the Fee and Expense Award should not be awarded (an Objection). Current GoPro Shareholders cannot ask the Court to order a different settlement; the Court can only approve or reject the Settlement.

To object, you must be a Current GoPro Shareholder and must file a timely written objection that: (a) identifies your name, legal address, telephone number, the case name and number (In re GoPro Stockholder Deriv. Litig., Lead Case No. 18-cv-00920-CW) and states all reasons for the Objection; (b) gives proof of current ownership of GoPro common stock, such as a copy of your brokerage account statement, an authorized statement from your broker containing the holding information found in an account statement, a stock certificate, or a sworn statement under penalty of perjury that you are a Current GoPro Shareholder; and (c) clearly identifies any and all evidence that would be presented at the Settlement Hearing in connection with such Objection, along with the names of any witness(es) you intend to call to testify at the Settlement Hearing and the subject(s) of their testimony. Any objections must be filed or postmarked on or before June 16, 2021, in the manner described below in order to be considered timely.

Any written Objection shall be filed with the Clerk of the Court at the below address:

CLERK OF COURT

United States District Court for the Northern District of California, Oakland Division

Ronald V. Dellums Federal Building and United States Courthouse

1301 Clay Street

Oakland, CA 94612

Any written Objection must also be served to each of the following Settling Parties’ Counsel:

 

Counsel for Shareholders:

ROBBINS LLP

SHANE P. SANDERS

5040 Shoreham Place

San Diego, CA 92122

Telephone: (619) 525-3990

Facsimile: (619) 525-3991

[email protected]

 

Counsel for Defendants:

FENWICK & WEST LLP

CATHERINE D. KEVANE

MARIE C. BAFUS

VINCENT BARREDO

555 California Street, 12th Floor

San Francisco, CA 94104

Telephone: (415) 875-2300

Facsimile: (415) 281-1350

[email protected]

[email protected]

[email protected]

 

An objection will be considered timely only if it is filed or postmarked on or before June 16, 2021.

Any Current GoPro Shareholder wishing to be heard at the Settlement Hearing is required to include a notice of intention to appear at the Settlement Hearing together with his, her, or its written Objection. A Current GoPro Shareholder who fails to file a written Objection may be excused by the Court for good cause and appear at the Settlement Hearing. Unless the Court otherwise directs, any Current GoPro Shareholder who does not make his, her, or its Objection in the manner provided in the preceding paragraphs of this Notice shall be deemed to have waived such objection, shall be bound by the Final Order and Judgment, and shall forever be foreclosed from (a) making any objections to the fairness, adequacy, or reasonableness of the Settlement, or (b) making any objections to the fairness and reasonableness of the Fee and Expense Award.

IX.    CONDITIONS FOR SETTLEMENT

The Settlement is conditioned on the occurrence of certain events described in the Stipulation, including entry of the Final Order and Judgment by the Court. If, for any reason, any one of the conditions described in the Stipulation is not met and the entry of the Final Order and Judgment does not occur, the Stipulation might be terminated and, if terminated, will become null and void and the parties to the Stipulation will be restored to their respective positions as of February 4, 2021.

X.      EXAMINATION OF PAPERS AND INQUIRIES

This Notice summarizes the proposed settlement. For the precise terms and conditions of the Settlement, please see the settlement agreement available at the investor relations section of GoPro’s website at http://www.gopro.com, by contacting Settling Shareholders’ Counsel referenced below, or by accessing the Court docket in this case, for a fee, through the Court’s Public Access to Court Electronic Records (PACER) system at https://ecf.cand.uscourts.gov.

Any other inquiries regarding the Settlement or the Shareholder Derivative Litigation should be addressed in writing to the following:

 

ROBBINS LLP

BRIAN J. ROBBINS

ASHLEY R. RIFKIN

5040 Shoreham Place

San Diego, CA 92122

Telephone: (619) 525-3990

Facsimile: (619) 525-3991

[email protected]

[email protected]

 

KAHN SWICK & FOTI, LLC

MELINDA A. NICHOLSON

NICOLAS KRAVITZ

1100 Poydras Street, Suite 3200

New Orleans, LA 70163

Telephone: (504) 455-1400

Facsimile: (504) 455-1498

[email protected]

[email protected]

 

RIGRODSKY LAW, P.A.

SETH D. RIGRODSKY

GINA M. SERRA

300 Delaware Avenue, Suite 210

Wilmington, DE 19801

Telephone: (302) 295-5310

Facsimile: (302) 654-7530

[email protected]

[email protected]

 

SCHUBERT JONCHKEER & KOLBE

WILLEM JONCKHEER

3 Embarcadero Center, Suite 1650

San Francisco, CA 94111

Telephone: (415) 788-4220

[email protected]

 

HYNES & HERNANDEZ, LLC

MICHAEL J. HYNES

LIGAYA T. HERNANDEZ

101   Lindenwood   Drive, Suite 225

Malvern, PA 19355

Telephone: (484) 875-3116

Facsimile: (484) 875-9273

[email protected]

[email protected]

 

BRAGER EAGEL & SQUIRE, P.C.

LAWRENCE P. EAGEL

DAVID J. STONE

MELISSA A. FORTUNATO

885 Third Avenue, Suite 3040

New York, NY 10022

Telephone: (212) 308-5858

Facsimile: (212) 486-0462

[email protected]

[email protected]

[email protected]

 

PROMISLOFF LAW, P.C.

DAVID M. PROMISLOFF

5 Great Valley Parkway, Suite 210

Malvern, PA 19355

Telephone: (215) 259-5156

Facsimile: (215) 600-2642

[email protected]

 

GAINEY MCKENNA & EGLESTON

THOMAS J. MCKENNA

501   Fifth   Ave.,   19th Floor

New York, NY 10017

Telephone: (212) 983-1300

Facsimile: (212) 983-0383

[email protected]

 

PLEASE DO NOT TELEPHONE THE COURT, COURT CLERK’S OFFICE, OR ANY REPRESENTATIVE OF GOPRO REGARDING THIS NOTICE

1The capitalized terms used in this Notice and not otherwise defined herein shall have the same meaning as in the Stipulation and Agreement of Settlement (the Stipulation) dated February 4, 2021, which is available at the investor relations section of GoPro’s website at http://www.gopro.com.

2A second securities class action was filed in the United States District Court, Northern District of California on January 9, 2018, entitled Park v. GoPro, Inc., Case No. 18-cv-00193-EMC (the Park Securities Action), which alleged misstatements between November 1, 2017 and January 5, 2018. The Court granted the defendants’ motion to dismiss the Park Securities Action and judgment was entered for defendants on June 24, 2019.

3Plaintiffs Junhee Lee and Alessandro Lobascio subsequently sold their shares of GoPro and are not parties to the Stipulation and Agreement of Settlement.

4Two other shareholders, Keith Austin and Ericka Bragg, made a demand on the Board pursuant to Del. Ch. Ct. R. 23.1 related to the facts and circumstances alleged in the Larkin Action. While that demand was under consideration by the Board, Austin and Bragg filed an action in the Delaware Court of Chancery entitled, Austin, et al. v. Woodman, C.A. No. 2020-0051-JRS (Del. Ch.) (the Austin Action), asserting that their demand was constructively refused. Defendants’ deadline to respond to the complaint in the Austin Action has been extended pending resolution of the appeal in the Consolidated Delaware Action.

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