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ROSEMARY M. RIVAS (SBN 209147)

FINKELSTEIN THOMPSON LLP

One California Street, Suite 900

San Francisco, CA 94111

Telephone: (415) 398-8700

Facsimile: (415) 398-8704

Email: rrivas@finkelsteinthompson.com

Attorney for Plaintiff Elizabeth Chuakay

and the Proposed Class

[Additional counsel appear on signature page]

UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF CALIFORNIA

Plaintiff Elizabeth Chuakay (“Plaintiff”), by her undersigned attorneys, alleges the 

following on information and belief, except as to the allegations specifically pertaining to 

Plaintiff, which are based on personal knowledge.

NATURE AND SUMMARY OF THE ACTION

1. Plaintiff brings this action as a public stockholder of Brocade Communications 

Systems, Inc. (“Brocade” or the “Company”) against the members of Brocade’s Board of 

ELIZABETH CHUAKAY, On Behalf of 

Himself and All Others Similarly Situated,

Plaintiff,

 vs.

BROCADE COMMUNICATIONS 

SYSTEMS, INC., LLOYD A. CARNEY, 

JUDY BRUNER, RENATO A. DIPENTIMA, 

ALAN L. EARHART, JOHN W. 

GERDELMAN, KIM C. GOODMAN, 

DAVID L. HOUSE, L. WILLIAM KRAUSE, 

DAVID E. ROBERSON, and SANJAY 

VASWANI,

 Defendants.

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Case No. 3:17-cv-58

CLASS ACTION

COMPLAINT FOR 

VIOLATION OF THE 

FEDERAL SECURITIES LAWS

JURY TRIAL DEMANDED

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Directors (the “Board” or the “Individual Defendants”) and Brocade for their violations of 

Sections 14(a) and 20(a), and Rules 14a-9, 17 C.F.R. 240.14a-9, 17 C.F.R. § 244.100, and 17 

C.F.R. § 229.1015(b)(4) promulgated thereunder by the U.S. Securities and Exchange 

Commission (the “SEC”). Specifically, the Individual Defendants solicit stockholder 

approval of the sale of the Company to Broadcom Limited and Broadcom Corporation 

(together, “Broadcom” or “Parent”) through Broadcom’s wholly owned subsidiary (“Merger 

Sub”) (the “Proposed Transaction”) through a proxy statement that omits material facts 

necessary to make the statements therein not false or misleading. 

2. On November 2, 2016, the Company announced that it had entered into a 

definitive agreement (the “Merger Agreement”) by which Broadcom, through its wholly

owned subsidiary, Bobcat Merger Sub, Inc. (“Merger Sub”), would acquire Brocade through 

a long-form merger to acquire all of the outstanding shares of Brocade for $12.75 per share in 

cash (the “Proposed Transaction”). The Proposed Transaction is valued at approximately 

$5.5 billion.

3. On December 6, 2016, the Company filed a Preliminary Proxy on Schedule 

14A (the “Preliminary Proxy”) with the SEC. On December 20, 2016, the Company filed a 

Definitive Proxy on Schedule 14A (the “Definitive Proxy”) with the SEC. The Definitive 

Proxy is materially deficient and misleading because, inter alia, it fails to disclose material 

information about the process leading to the Merger Agreement. Without all material 

information Brocade stockholders cannot make an informed decision regarding the 

stockholder vote scheduled for January 26, 2017. The failure to disclose such material 

information in a non-misleading way constitutes a violation of §§ 14(a) and 20(a) of the 

Exchange Act as stockholders need such information in order to make a fully-informed vote

in connection with the Proposed Transaction.

4. For these reasons and as set forth in detail herein, the Individual Defendants 

have violated federal securities laws. Accordingly, Plaintiff seeks to enjoin the Proposed 

Transaction or, in the event the Proposed Transaction is consummated, recover damages 

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resulting from the Individual Defendants’ violations of these laws. Judicial intervention is 

warranted here to rectify existing and future irreparable harm to the Company’s stockholders.

JURISDICTION AND VENUE

5. The claims asserted herein arise under §§ 14(a) and 20(a) of the Exchange 

Act, 15 U.S.C. § 78aa. The Court has subject matter jurisdiction pursuant to § 27 of the 

Exchange Act, 15 U.S.C. §78aa, and 28 U.S.C. § 1331 (federal question jurisdiction). 

6. The Court has personal jurisdiction over all of the defendants because each is 

either a corporation that conducts business in and maintains operations in this District, or is 

an individual who is either present in this District for jurisdictional purposes or has sufficient 

minimum contacts with this District so as to render the exercise of jurisdiction by this Court 

permissible under traditional notions of fair play and substantial justice.

7. Venue is proper in this District under § 27 of the Exchange Act, 15 U.S.C. 

§78aa, as well as pursuant to 28 U.S.C. § 1391, because: (i) the conduct at issue took place 

and had an effect in this District; (ii) Brocade maintains its principal place of business in this 

District and each of the Individual Defendants, and Company officers or directors, either 

resides in this District or has extensive contacts within this District; (iii) a substantial portion 

of the transactions and wrongs complained of herein, occurred in this District; (iv) most of 

the relevant documents pertaining to Plaintiff’s claims are stored (electronically and 

otherwise), and evidence exists, in this District; and (v) defendants have received substantial 

compensation in this District by doing business here and engaging in numerous activities that 

had an effect in this District.

THE PARTIES

8. Plaintiff is, and has been at all times relevant hereto, a stockholder of Brocade. 

9. Defendant Lloyd A. Carney (“Carney”) is Brocade’s Chief Executive Officer 

and a director of the Company. 

10. Defendant Judy Bruner (“Bruner”) has served as a director of the Company 

since January 2009.

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11. Defendant Renato A. DiPentima (“DiPentima”) has served as a Director of the 

Company since January 2007.

12. Defendant Alan L. Earhart (“Earhart”) has served as a director of the 

Company since February 2009.

13. Defendant John W. Gerdelman (“Gerdelman”) has served as a director since 

January 2007.

14. Defendant Kim C. Goodman (“Goodman”) has served as a director of the 

Company since February 2016.

15. Defendant David L. House (“House”) has served as a director of the Company 

since February 2004 and Chairman of the Board since December 2005.

16. Defendant L. William Krause (“Krause”) has served as a director of the 

Company since 2004.

17. Defendant David E. Roberson (“Roberson”) has served as a director of the 

Company since April 2014.

18. Defendant Sanjay Vaswani (“Vaswani”) has served as a director of the 

Company since April 2004. 

19. Defendants Carney, Bruner, DiPentima, Earhart, Gerdelman, Goodman, 

House, Krause, Roberson, and Vaswani are collectively referred to herein as the “Individual 

Defendants,” and the Individual Defendants are sometimes collectively referred to herein as 

the “Board.”

20. Defendants Brocade and the Individual Defendants are collectively referred to 

as the “Defendants.”

21. Broadcom, a non-party, is a designer, developer, and supplier of analog and 

digital semiconductor connectivity solutions. Broadcom operates primarily in four markets: 

wired infrastructure, wireless communications, enterprise storage, and industrial. Broadcom 

is co-headquartered in Singapore and San Jose, California.

22. Non-party Merger Sub is a Delaware corporation, a wholly-owned subsidiary 

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of Broadcom, and a party to the Merger Agreement. 

CLASS ACTION ALLEGATIONS

23. Plaintiff brings her claims against the Individual Defendants as a class action 

pursuant to Rule 23 of the Federal Rules of Civil Procedure on behalf of all persons and 

entities that own Brocade common stock (the “Class”). Excluded from the Class are 

defendants and their affiliates, immediate families, legal representatives, heirs, successors or 

assigns and any entity in which defendants have or had a controlling interest.

24. Plaintiff’s claims are properly maintainable as a class action under Rule 23 of 

the Federal Rules of Civil Procedure.

25. The Class is so numerous that joinder of all members is impracticable. While 

the exact number of Class members is unknown to Plaintiff at this time and can only be 

ascertained through discovery, Plaintiff believes that there are thousands of members in the 

Class. As of October 31, 2016, there were approximately 402 million shares of Company 

common stock issued and outstanding. All members of the Class may be identified from 

records maintained by Brocade or its transfer agent and may be notified of the pendency of 

this action by mail, using forms of notice similar to that customarily used in securities class 

actions.

26. Questions of law and fact are common to the Class and predominate over 

questions affecting any individual Class member, including, among inter alia:

(a) Have the Defendants solicited stockholder approval of the Proposed 

Transaction with a materially false, misleading and/or incomplete proxy statement;

(b) Is the Class entitled to injunctive relief or damages as a result of 

Defendants’ wrongful conduct; and

(c) Whether Plaintiff and the other members of the Class would be 

irreparably harmed were the transactions complained of herein consummated.

27. Plaintiff will fairly and adequately protect the interests of the Class, and has no 

interests contrary to or in conflict with those of the Class that Plaintiff seeks to represent. 

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Plaintiff has retained competent counsel experienced in litigation of this nature.

28. A class action is superior to all other available methods for the fair and 

efficient adjudication of this controversy. Plaintiff knows of no difficulty to be encountered in 

the management of this action that would preclude its maintenance as a class action.

29. Defendants have acted on grounds generally applicable to the Class with 

respect to the matters complained of herein, thereby making appropriate the relief sought 

herein with respect to the Class as a whole.

SUBSTANTIVE ALLEGATIONS

Background of the Company

30. Brocade develops storage area networking (“SAN”) and Internet protocol 

(“IP”) products and solutions for businesses and organizations world wide. The Company 

provides products and services to telecommunications firms, cable operators, and mobile 

carriers. Brocade also sells its products directly to end-users and through its distribution 

partners. Brocade was founded in 1995 and is based in San Jose, California.

31. In a press release dated November 2, 2016, the Company announced that it 

had entered into the Merger Agreement with Broadcom Corporation, Broadcom Limited and 

Broadcom Limited’s subsidiary, Merger Sub, pursuant to which the Company will be 

acquired by Broadcom and Brocade stockholders will receive $12.75 in cash for each share 

of Brocade common stock. This represents a total equity value of approximately $5.5 billion.

32. In relevant part, the press release reads:

SINGAPORE and SAN JOSE, Calif., November 2nd, 2016 (GLOBE 

NEWSWIRE) — Broadcom Limited (Nasdaq:AVGO) and Brocade 

Communications Systems, Inc. (Nasdaq:BRCD) today announced that they 

have entered into a definitive agreement under which Broadcom will acquire 

Brocade, a leader in Fibre Channel storage area network (“FC SAN”) switching 

and IP networking, for $12.75 per share in an all-cash transaction valued at 

approximately $5.5 billion, plus $0.4 billion of net debt. Broadcom expects to 

fund the transaction with new debt financing and cash available on its balance 

sheet. Broadcom, with the support of

Brocade, plans to divest Brocade’s IP Networking business, consisting of 

wireless and campus networking, data center switching and routing, and 

software networking solutions.

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“This strategic acquisition enhances Broadcom’s position as one of the leading 

providers of enterprise storage connectivity solutions to OEM customers,” 

stated Hock Tan, President and Chief Executive Officer of Broadcom. “With 

deep expertise in mission-critical storage networking, Brocade increases our 

ability to address the evolving needs of our OEM customers. In addition, we are 

confident that we will find a great home for Brocade’s valuable IP networking 

business that will best position that business for its next phase of growth.”

“This transaction represents significant value for our shareholders, who will 

receive a 47% premium from the Brocade closing share price on Friday, 

October 28, 2016, and creates new opportunities for our customers and 

partners,” said Lloyd Carney, Chief Executive Officer of Brocade. “Our best-inclass FC SAN solutions will help Broadcom create one of the industry’s 

broadest portfolios for enterprise storage. We will work with Broadcom as it 

seeks to find a buyer for our IP Networking business which includes a full 

portfolio of open, hardware and software-based solutions spanning the core of 

the data center to the network edge.”

Upon closing, the transaction is expected to be immediately accretive to 

Broadcom’s non-GAAP free cash flow and earnings per share. Broadcom 

currently anticipates that Brocade’s FC SAN business will contribute 

approximately $900 million of pro forma non-GAAP EBITDA in its fiscal year 

2018.

The board of directors of Brocade and the Executive Committee of the board of 

directors of Broadcom have unanimously approved the transaction, which is 

presently expected to close in the second half of Broadcom’s fiscal year 2017 

which commenced on October 31, 2016, subject to regulatory approvals in 

various jurisdictions, customary closing conditions as well as the approval of 

Brocade’s stockholders. The closing of the transaction is not subject to any 

financing conditions, nor is it conditioned on the divestiture of Brocade’s IP 

Networking business. 

The Process Preceding the Execution of the Proposed Transaction

33. On May 19, 2016, representatives of Broadcom met with representatives of 

Brocade in order to convey their desire to acquire Brocade’s fiber channel business. While 

no terms were discussed, Broadcom informed Brocade that it hoped to complete such an 

acquisition “expeditiously.” The two sides discussed scheduling a meeting between the 

CEOs of the two companies.

34. On June 2, 2016, a representative of Silver Lake Partners, an investor in 

Broadcom, met with Defendant Carney in order to discuss various strategic transactions 

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between Broadcom and Brocade. During this meeting, Defendant Carney indicated that 

Brocade’s fiber channel business was not for sale.

35. When Defendant Carney met with the CEO of Broadcom, Mr. Hock E. Tan,

later that day, he indicated that Brocade planned to continue its standalone strategy, 

particularly given its recently completed acquisition of Ruckus Wireless, Inc. 

36. On June 6, 2016, Mr. Tan called Defendant Carney to indicate Broadcom’s 

interest in acquiring Brocade as a whole. While Defendant Carney noted that the Company 

was not for sale, he stated that he would bring any unsolicited proposal to the Board. 

Defendant Carney discussed this call and the previous meeting with the Board in a previously 

scheduled meeting on July 7, 2016. While the Board agreed with Defendant Carney’s initial 

refusal of an acquisition proposal, it agreed it would consider any unsolicited proposal in line 

with its fiduciary duties.

37. On July 14, 2016, Mr. Tan communicated an initial indication of interest via 

email to Defendant Carney. This indication of interest lacked any pricing information, but 

hoped for accelerated, exclusive negotiations. The Definitive Proxy does not state whether 

this indication of interest discussed any post-merger plans for the employment of Brocade 

management.

38. Later that day, Company management informed the Board of its receipt of the 

Broadcom initial offer. 

39. On July 20, 2016, the Board met with members of Evercore and its legal 

advisor, Wilson Sonsini Goodrich & Rosati (“Wilson Sonsini”). The Company, as part of its 

acquisition of Ruckus Wireless, Inc. and other acquisitions, had recently engaged Evercore 

and determined to do so again given its familiarity with the Company. The Board discussed 

the process it should run to determine the Company’s standalone value and as part of an 

acquisition.

40. Seemingly unfamiliar with how they should evaluate Evercore’s compensation 

for the engagement, Brocade’s CFO, Dan Fairfax, discussed fees with them, and on July 21, 

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2016, Evercore sent Mr. Fairfax “a summary of past transactions and fees paid to investment 

bankers for those transactions, for reference.”

41. On July 22, 2016, the Company decided to engage Evercore rather than seek 

alternative financial advisors.

42. On August 30, 2016, Defendant Carney met again with Mr. Tan. Defendant 

Tan stated that it would be prepared to deliver a revised indication of interest on September 

14, 2016, including pricing information.

43. On September 8, 2016, the Company executed a non-disclosure agreement 

with Broadcom to facilitate due diligence, even before Broadcom provided any pricing 

information for its offer.

44. During a meeting on September 12, 2016, the Corporate Development 

Committee and Defendant Bruner reviewed due diligence materials and a management 

presentation from Wilson Sonsini and Evercore, providing a preliminary financial analysis of 

the Company’s value based on projections made in September. Following the meeting, the 

Corporate Development Company asked Company management to provide due diligence 

materials to Broadcom before a meeting scheduled for September 14, 2016. Later that day, 

Company Management provided the September projections and other diligence materials to 

Broadcom.

45. On September 14, 2016, the Company and Broadcom held a due diligence 

meeting.

46. On September 15, 2016, Defendant Carney and Mr. Tan met to discuss a 

potential strategic transaction between the two companies. Mr. Tan provided a verbal 

indication of a cash price of $12.00 per share of Brocade common stock.

47. The Company executed an engagement letter with Evercore on September 16, 

2016, formalizing the previous engagement agreement.

48. Later that day, Broadcom delivered a written non-binding indication of interest 

at a price of $12.00 per share. This indication of interest also sought execution of a definitive 

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merger agreement by October 30, 2016.

49. That same day, representatives of the Company met with a private equity 

sponsor, Sponsor A, to discuss Sponsor A’s interest in various potential strategic transactions 

with Sponsor A’s portfolio companies.

50. The next day, the Corporate Development Committee met with Company 

Management to discuss the September 16th indication of interest.

51. On September 23, 2016, the Corporate Development Committee met again to 

discuss potential responses to Broadcom’s indication of interest. During this meeting, the 

Company identified a list of potential third parties to consider contacting for potential 

strategic alternatives to a Broadcom acquisition.

52. The Board met on September 25, 2016 to discuss the potential transaction with 

Broadcom. After discussing other potential alternatives and reviewing Evercore’s 

preliminary analysis, the Board directed Defendant Carney to indicate that the offer price of 

$12.00 was too low to accept. Later that day, Defendant Carney informed Mr. Tan of this 

decision, but agreed to additional meetings between the companies to discuss a potential 

increase in the purchase price.

53. After a meeting on September 30, 2016 to discuss a potential increase in the 

purchase price, on October 2, 2016, Defendant Carney informed Mr. Tan by telephone that 

the Board would not support a transaction at a price below $13.00 per share. Mr. Tan stated 

that he could not meet that price, but would take a price of $12.75 to his Board as a best and 

final proposal.

54. On October 3, 2016, the Company received a non-binding indication of 

interest at a price of $12.75 per share in cash as a best and final, seeking a definitive 

agreement by October 30, 2016.

55. In a meeting on October 4, 2016, the Corporate Development Committee and 

Company management met to discuss Broadcom’s most recent indication of interest. During 

the meeting, the Corporate Development Committee determined that it would recommend 

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further negotiation at a price of $12.75, but that the Company should reach out to other 

potential purchasers if it hoped to increase the purchase price. During a meeting on October 

5, 2016, the Board agreed to conduct a solicitation process with an aim of seeking a higher 

price for the Company.

56. Company Management and Evercore reached out to eight parties on October 5 

and 6, 2016, equally divided between strategic acquirers and four private equity sponsors. 

Two of the strategic parties immediately said no, while the other two stated they would need 

to review the opportunity before proceeding. Each of the private equity sponsors agreed to 

participate and received non-disclosure agreements. 

57. On October 6, 2016, one of the private equity sponsors, Sponsor B, requested 

to collaborate as a co-bidder with a strategic acquirer. The Company agreed on October 7, 

2016. 

58. On October 10, 2016, another of the strategic parties declined to participate in 

the process. The final strategic acquirer declined on October 13, 2016.

59. During the week of October 10, 2016, Company management met with the 

four private equity sponsors to discuss the Company after each had executed non-disclosure 

agreements

60. During a meeting on October 15, 2016, the Transaction Committee met and 

discussed Sponsor B’s co-bidder’s interest in acquiring the wireless business of the 

Company, while Sponsor B was interested in the remainder of the Company. The 

Transaction Committee then discussed alternatives to selling the entire Company, including a 

piecemeal approach. Despite the existing interest of a piecemeal sale to Sponsor B and its 

co-bidder, the Transaction Committee decided that such a process would be difficult and 

require a separate solicitation process to find other potential buyers.

61. On October 15, 2016, one of the private equity sponsors, Sponsor C, indicated

that it would bid in the range of $11.00 to $11.50 per share. Evercore informed Sponsor C 

that such a price would not be competitive, and Sponsor C indicated that it would like not 

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increase its bid. On October 16, 2016, the other private equity sponsor, Sponsor D, indicated 

that it would not be interested in a strategic transaction with the Company.

62. On October 18, 2016, Sponsor A submitted a non-binding indication of 

interest at a price of $11.50 to $12.00 per share. The same day, Sponsor C submitted an

indication of interest at the same price range of $11.50 to $12.00 per share. Sponsor B 

informed Evercore that it would not be submitting a bid because such a bid would not provide 

a meaningful premium to the Company’s trading price.

63. On October 19, 2016, at the direction of the Transaction Committee, Evercore 

informed Sponsor A and Sponsor C that their proposed prices were too low. On October 20, 

2016, Sponsor A revised its proposed price to $12.25 per share, but warned that a higher 

price would be difficult. 

64. The Company continued negotiations with the Broadcom throughout this time, 

including exchanging revisions of a draft merger agreement. 

65. On October 29, 2016, Sponsor A and Sponsor C affirmed their interest in an 

acquisition of Brocade, but were doubtful that they could support a price above $12.00 per 

share.

66. Later that day, the Board met to discuss the ongoing process, and were 

informed by Evercore that Sponsors A and C would be unlikely to increase their bids above 

$12.00 per share. 

67. While negotiations continued on October 31, 2016, the Transaction Committee 

agreed to recommend to the Company Board that Brocade should pay Evercore a 

discretionary fee contemplated by the engagement. The Definitive Proxy does not provide 

the Transaction Committee’s reasoning for approving such a payment.

68. On October 31, 2016, news reports speculated that the Company was subject 

to potential acquisition, and the trading price increased by roughly $2.00 per share. The next 

day, news reports speculated that Broadcom would acquire Brocade and trading prices 

increased again.

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69. During a meeting on November 1, 2016, the Board reviewed the potential 

merger. Evercore presented its financial analysis underlying its fairness opinion, to be 

provided on November 2, 2016. The Board approved payment of the discretionary fee to 

Evercore and unanimously agreed to approve the Merger Agreement.

70. Before the opening of trading on November 2, 2016, Broadcom and Brocade 

executed the Merger Agreement and issued a press release announcing the Proposed 

Transaction.

The Definitive Proxy Fails to Disclose Material Information

71. Defendants filed the Definitive Proxy with the SEC in connection with the 

Proposed Transaction. As alleged below and elsewhere herein, the Registration Statement 

omits material information that must be disclosed to Brocade’s stockholders to enable them 

to render an informed decision with respect to the Proposed Transaction.

72. The Definitive Proxy omits material information with respect to the process 

and events leading up to the Proposed Transaction, as well as the opinions and analyses of 

Brocade’s financial advisors. This omitted information, if disclosed, would significantly alter 

the total mix of information available to Brocade’s stockholders.

73. Nonetheless, the Definitive Proxy fails to disclose material information and 

misleads stockholders regarding the Proposed Transaction. The Definitive Proxy fails to 

disclose material information concerning the Company’s financial projections. First, the 

Proxy discloses several non-GAAP accounting metrics such as Gross Profit, Operating 

Income, Earnings Before Interest, Tax, Depreciation and Amortization (“EBITDA”), Net 

Income, and Earnings-Per-Share (“EPS”). However, providing only non-GAAP metrics 

without disclosing the line item projections for the metrics used to calculate these non-GAAP 

measures or otherwise reconciling the non-GAAP projections to GAAP measures makes the 

provided disclosures materially incomplete and misleading. 

74. When a company discloses information in a Proxy that includes non-GAAP 

financial measures, the Company must also disclose comparable GAAP measures and a 

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quantitative reconciliation of forward-looking information. 17 C.F.R. § 244.100.

75. On May 17, 2016, the SEC’s Division of Corporation Finance released 

updated Compliance and Disclosure Interpretations (“C&DIs”) on the use of non-GAAP 

financial measures. One of the new C&DIs regarding forward-looking information, such as 

financial projections, explicitly requires companies to provide any reconciling metrics that 

are available without unreasonable efforts. While the Definitive Proxy states that the 

Directors believe that a reconciliation of each disclosed non-GAAP projection would involve 

unreasonable effort, the reasoning offered, including quantification of quantifiable measures 

such as capital expenditures and stock-based compensation, show the flimsy rationale for 

refusing to provide reconciling disclosures. 

76. Without disclosure of these reconciling metrics, the Definitive Proxy violates 

SEC regulations and materially misleads Brocade stockholders.

77. Furthermore, the Definitive Proxy fails to disclose the extent of the conflicts of 

interest faced by Evercore in providing a fairness opinion used to tout the Proposed 

Transaction. The Definitive Proxy states that the Company has engaged Evercore on several 

other acquisitions in the past two years, including the recent acquisition of Ruckus Wireless, 

Inc., but fails to either identify the other acquisitions, or disclose any of the compensation 

paid to Evercore by the Company over the past two years. By failing to disclose this 

information, the Registration Statement misleads Company stockholders as to the magnitude 

of the conflict of interest faced by Evercore. Evercore had motivation to recommend a 

transaction, no matter the price, because it had a profitable relationship it would not betray. 

78. Evercore faced further conflicts in that it advised Broadcom in the acquisition 

of Avago Technologies Limited in February 2016. Made clear by this disclosure, however, is 

that the Defendants have no valid reason for withholding the compensation paid to Evercore 

by the Company, or the acquisitions Evercore assisted the Company in completing. 

79. The Definitive Proxy also fails to disclose material information related to 

Evercore’s financial analysis underlying its fairness opinion and the financial projections 

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provided by Company Management. 

80. With respect to Evercore’s Sum-of-the-Parts Analysis for Brocade, the 

Definitive Proxy fails to disclose: (i) the financial figures for each of the examined business 

segments; (ii) whether EBITDA and Adjusted EBITDA, as used in Evercore’s financial 

analyses, are different and if so, how they differ; (iii) financial projections of unlevered free 

cash flows for the years 2022 to 2026 for the SRA and Storage Networking component.

81. Within its description of Evercore’s Sum-of-the-Parts Analysis, the Definitive 

Proxy indicates that Evercore was provided with management projections of unlevered free 

cash flows for the entire Company from November 1, 2016 to October 31, 2026, as well as 

the terminal value of the Company as of October 31, 2026. Evercore used these projected 

values in its discounted cash flow analysis of the SRA and Storage Networking component of 

the Company. However, for other business units, including the Storage Networking 

component, Evercore only used projections through October 31, 2021. Not only does the 

Definitive Proxy omit these material financial projections, but also omits Evercore’s 

justification for using five-year projections for some business units and ten-year projections 

for others.

82. These omissions of material fact represent selective disclosures made by 

Defendants in the Definitive Proxy that significantly alter the total mix of information that 

Defendants used to market the Proposed Transaction. Defendants misled investors into 

believing the Proposed Transaction is fair while refusing to disclose the full picture provided 

to the Board by its financial advisor.

83. Accordingly, Plaintiff seeks injunctive and other equitable relief to prevent the 

irreparable injury that Company stockholders will continue to suffer absent judicial 

intervention

CLAIMS FOR RELIEF

COUNT I

Claims Against All Defendants for Violations of § 14(a) of the

Securities Exchange Act of 1934 

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84. Plaintiff incorporates each and every allegation set forth above as if fully set 

forth herein.

85. Rule 14a-9, promulgated by the SEC pursuant to Section 14(a) of the Exchange 

Act, provides that Proxy communications with shareholders shall not contain “any statement 

which, at the time and in the light of the circumstances under which it is made, is false or 

misleading with respect to any material fact, or which omits to state any material fact 

necessary in order to make the statements therein not false or misleading.” 17 C.F.R. § 

240.14a-9.

86. As discussed above, Brocade filed and delivered the Definitive Proxy to its 

stockholders, which defendants knew or recklessly disregarded contained material omissions 

and misstatements as set forth above.

87. Defendants violated § 14(a) and Rule 14a-9 of the Exchange Act by issuing the

Definitive Proxy in which they made untrue statements of material facts or failed to state all 

material facts necessary in order to make the statements made, in the light of the 

circumstances under which they are made, not misleading, or engaged in deceptive or 

manipulative acts or practices, in connection with the tender offer commenced in conjunction 

with the Proposed Transaction. Defendants knew or recklessly disregarded that the Definitive 

Proxy failed to disclose material facts necessary in order to make the statements made, in light 

of the circumstances under which they were made, not misleading.

88. The Definitive Proxy was prepared, reviewed and/or disseminated by 

defendants. It misrepresented and/or omitted material facts, including material information 

about the consideration offered to stockholders via the tender offer, the intrinsic value of the 

Company, and potential conflicts of interest faced by certain Individual Defendants.

89. In so doing, Defendants made untrue statements of material facts and omitted 

material facts necessary to make the statements that were made not misleading in violation of 

§ 14(a) and Rule 14a-9 of the Exchange Act. By virtue of their positions within the Company 

and/or roles in the process and in the preparation of the Definitive Proxy, defendants were 

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aware of this information and their obligation to disclose this information in the Definitive 

Proxy.

90. The omissions and incomplete and misleading statements in the Definitive 

Proxy are material in that a reasonable stockholder would consider them important in deciding 

whether to tender their shares or seek appraisal. In addition, a reasonable investor would view 

the information identified above which has been omitted from the Definitive Proxy as altering 

the “total mix” of information made available to stockholders.

91. Defendants knowingly or with deliberate recklessness omitted the material 

information identified above from the Definitive Proxy, causing certain statements therein to 

be materially incomplete and therefore misleading. Indeed, while defendants undoubtedly had 

access to and/or reviewed the omitted material information in connection with approving the 

Proposed Transaction, they allowed it to be omitted from the Definitive Proxy, rendering 

certain portions of the Definitive Proxy materially incomplete and therefore misleading.

92. The misrepresentations and omissions in the Definitive Proxy are material to 

Plaintiff, and Plaintiff will be deprived of their entitlement to make a fully informed decision 

if such misrepresentations and omissions are not corrected prior to the expiration of the tender 

offer.

COUNT II

Claims Against All Defendants for Violations of § 20(a) of the 

1934 Act Against the Individual Defendants 

93. Plaintiff repeats and realleges the preceding allegations as if fully set forth 

herein.

94. The Individual Defendants acted as controlling persons of Brocade within the 

meaning of Section 20(a) of the 1934 Act as alleged herein. By virtue of their positions as 

officers and/or directors of Brocade and participation in and/or awareness of the Company’s 

operations and/or intimate knowledge of the false statements contained in the Definitive 

Proxy, they had the power to influence and control and did influence and control, directly or 

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indirectly, the decision making of the Company, including the content and dissemination of 

the various statements that plaintiff contends are false and misleading.

95. Each of the Individual Defendants was provided with or had unlimited access 

to copies of the Definitive Proxy alleged by Plaintiff to be misleading prior to and/or shortly 

after these statements were issued and had the ability to prevent the issuance of the statements 

or cause them to be corrected.

96. In particular, each of the Individual Defendants had direct and supervisory 

involvement in the day-to-day operations of the Company, and, therefore, is presumed to have 

had the power to control and influence the particular transactions giving rise to the violations 

as alleged herein, and exercised the same. The Definitive Proxy contains the unanimous 

recommendation of the Individual Defendants to approve the Proposed Transaction. They 

were thus directly in the making of the Definitive Proxy.

97. By virtue of the foregoing, the Individual Defendants violated Section 20(a) of 

the 1934 Act.

98. As set forth above, the Individual Defendants had the ability to exercise control 

over and did control a person or persons who have each violated Section 14(a) of the 1934 Act 

and Rule 14a-9, by their acts and omissions as alleged herein. By virtue of their positions as 

controlling persons, these defendants are liable pursuant to Section 20(a) of the 1934 Act. As 

a direct and proximate result of defendants’ conduct, Plaintiff is threatened with irreparable 

harm.

PRAYER FOR RELIEF

WHEREFORE, Plaintiff demands judgment against defendants jointly and severally, as 

follows:

(A) declaring this action to be a class action and certifying Plaintiff as the Class 

representatives and her counsel as Class counsel;

(B) declaring that the Recommendation Statement is materially false or misleading;

(C) enjoining, preliminarily and permanently, the Proposed Transaction;

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(D) in the event that the transaction is consummated before the entry of this Court’s 

final judgment, rescinding it or awarding Plaintiff and the Class rescissory damages;

(E) directing that Defendants account to Plaintiff and the other members of the Class 

for all damages caused by them and account for all profits and any special benefits 

obtained as a result of their breaches of their fiduciary duties.

(F) awarding Plaintiff the costs of this action, including a reasonable allowance for 

the fees and expenses of Plaintiff’s attorneys and experts; and

(G) granting Plaintiff and the other members of the Class such further relief as the 

Court deems just and proper. 

JURY DEMAND

Plaintiff demands a trial by jury.

DATED: January 5, 2017 Respectfully submitted

FINKELSTEIN THOMPSON LLP

By: /s/ Rosemary M. Rivas

Rosemary M. Rivas

One California Street, Suite 900

San Francisco, CA 94111

Tel: (415) 398-8700

Fax: (415) 398-8704

Email: rrivas@finkelsteinthompson.com

Attorney for Plaintiff Elizabeth Chuakay

OF COUNSEL:

LEVI & KORSINSKY LLP

Donald E. Enright (to be admitted pro hac vice)

Elizabeth K. Tripodi (to be admitted pro hac 

vice)

1101 30th Street NW, Suite 115

Washington, DC 20007

Tel: (202) 524-4290

Fax: (202) 337-1567

Email: denright@zlk.com

 

Attorney for Plaintiff 

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