In re Good Technology Stockholder Litigation
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Welcome to the Good Technology Settlement Website

This website has been established to provide general information related to the settlement of the action captioned In re Good Technology Corporation Stockholder LitigationCivil Action No. 11580-VCL (the "Action"). The capitalized terms used on this website, and not otherwise defined, shall have the same meanings ascribed to them in the Stipulation and Agreement of Compromise and Settlements dated August 21, 2017 and August 15, 2018 (the “Stipulations”), which can be found and downloaded by clicking on the Case Documents tab above. 

Case Background

This Action is currently pending before the Honorable J. Travis Laster, in the Court of Chancery of the State of Delaware (the “Court”).  The entities that lead the Action, MARBEK Revocable Trust, Harvest Growth Capital LLC, Harvest Growth Capital II LLC, Saturn Partners LP III and SPLP II Opportunity LP, are called the Named Plaintiffs and the persons and entities that were sued, Christy Wyatt, Bandel L. Carano, John H.N. Fisher, Barry Schuler, Thomas Unterman, and Christopher Varelas (the “Board Defendants”); Oak Management Corporation, Oak Investment Partners X, LP, Oak X Affiliates Fund, LP, Draper Associates, L.P., Draper Associates, Inc., Draper Fisher Jurvetson ePlanet Partners, Ltd., Draper Fisher Jurvetson ePlanet Partners Fund, LLC, Draper Fisher Jurvetson ePlanet Ventures GmbH & Co. KG, Draper Fisher Jurvetson ePlanet Ventures L.P., Draper Fisher Jurvetson Management, LLC, Draper Fisher Jurvetson Fund VI, L.P., Draper Fisher Jurvetson Partners VI, LLC, DFJ Growth Fund 2006, Ltd., Draper Fisher Jurvetson Growth Fund 2006, L.P., Draper Fisher Jurvetson Partners Growth Fund 2006, LLC, Draper Associates Riskmasters Fund III, LLC, Saints Rustic Canyon LLC, Saints Rustic Canyon, LP, Riverwood Capital Management, L.P., Riverwood Capital L.P., Riverwood Capital Partners L.P., Riverwood Capital Partners (Parallel-A) L.P. and Riverwood Capital Partners (Parallel-B) L.P. (the “Fund Defendants”), and J.P. Morgan Securities LLC (“JP Morgan”) are collectively known as the Defendants.  The law firms of Friedlander & Gorris, P.A. and Robbins Geller Rudman & Dowd LLP represent Class Members. These law firms are called Plaintiffs' Counsel.

On September 4, 2015, Good Technology Corporation ("Good") and BlackBerry Corporation ("Blackberry") executed the Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which BlackBerry would acquire Good for $425 million (the "Merger"). The same day, Good stockholders holding a sufficient number of shares to adopt the Merger Agreement acted by written consent to adopt the Merger Agreement. On or about September 30, 2015, Good disseminated the Information Statement in connection with the Merger.

On October 26, 2015, Good issued supplemental disclosures to the Information Statement (the “Supplement”).

On October 30, 2015, BlackBerry completed the Merger.

Between the execution of the Merger Agreement and the completion of the Merger, Named Plaintiffs filed their initial Verified Complaint against the Board Defendants and other members of Good’s Board of Directors (the “Board”), alleging that they breached their fiduciary duties in connection with the Merger.  On August 25, 2016, Named Plaintiffs filed their Verified Second Amended Complaint, which included the Fund Defendants and JP Morgan as defendants.

From approximately October 2015 through May 2017, the parties engaged in fact, expert, and third-party discovery, including preparing and serving requests for production of documents, interrogatories, requests for admission, and responses and objections to same.

Between May 2017 and May 2018, trial was deferred based on a proposed settlement in principle between Named Plaintiffs and Defendants.

On August 21, 2017, Named Plaintiffs and JP Morgan filed their Stipulation and Agreement of Compromise and Settlement dated August 21, 2017 (“JPM Settlement”).  On April 5, 2018, the Court approved the JPM Settlement.  In consideration of the JPM Settlement, a total of thirty-five million dollars ($35,000,000.00) in cash (the “JPM Settlement Amount”) was deposited into an account and was distributed on August 6, 2018 to all Settlement Payment Recipients who received a portion of the settlement fund pursuant to the approved Plan of Allocation and approved Distribution List.

On August 20, 2018, Named Plaintiffs and the Board/Fund Defendants filed their Stipulation and Agreement of Compromise and Settlement dated August 15, 2018 (“Board/Fund Settlement”). In consideration of the Board/Fund Settlement, an additional seventeen million dollars ($17,000,000.00) in cash will be deposited into an account and will be distributed to the Settlement Payment Recipients according to the associated Plan of Allocation.

The Board/Fund Settlement is intended fully, finally and forever to resolve, discharge and settle the Released Plaintiffs’ Claims and the Released Defendants’ Claims with prejudice.  The Board/Fund Defendants deny any and all allegations of wrongdoing, fault, liability or damage whatsoever; deny that they engaged in, committed or aided or abetted the commission of any breach of duty, wrongdoing or violation of law; deny that Named Plaintiffs or any of the other Class Members suffered any damage whatsoever; deny that they acted improperly in any way; believe that they acted properly at all times; maintain that the Board/Fund Defendants complied with their fiduciary duties; maintain that they have complied with federal laws, state laws, and any applicable ethical or professional rules or standards; and maintain that they have neither committed nor aided and/or abetted any breach of duty or wrongdoing whatsoever in connection with the Merger. Specifically, the Board/Fund Defendants deny that they acted contrary to the best interests of Good and its stockholders, and further believe that the sale process leading up to the Merger intended to achieve, and did achieve, the best price reasonably available for Good stockholders.

Named Plaintiffs, the Class, and the Board/Fund Defendants agree that between the present Board/Fund Settlement and the prior approved JPM Settlement, Named Plaintiffs and the Class intend to and have resolved all actual or potential claims arising from or related to the Merger on behalf of the Class and that the two settlements together are meant to achieve a global and complete release of all legal claims arising from or related to the Merger.

The Class includes all holders of Good common stock on October 30, 2015, whether beneficial or of record, including their legal representatives, heirs, successors in interests, transferees and assignees of all such foregoing holders.  Excluded from the Class are the Defendants in the Action and their associates, affiliates, legal representatives, heirs, successors in interest, transferees and assignees.

Although the information on this website is intended to assist you, it does not replace the information contained in the Notices of Pendency and Proposed Settlement of Class Action (the "Notices") and Stipulations, all of which can be found and downloaded by clicking on the Case Documents tab above. We recommend that you read the Notices and other relevant case documents carefully.

Settlement Hearing

The Court has scheduled a Settlement Hearing for the Board/Fund Settlement on November 5, 2018, at 2:00 p.m. (the “Settlement Hearing Date”), at the Court of Chancery of the State of Delaware, Leonard L. Williams Justice Center, 500 North King Street, Wilmington, Delaware, 19801, to: (a) determine whether the Court should approve the Board/Fund Settlement as fair, reasonable and adequate; (b) determine whether the Judgment should be entered dismissing the Action; (c) consider the application by Plaintiffs’ Counsel for attorneys’ fees, costs and payment of expenses; (d) hear and determine any objections to the Settlement or the application of Plaintiffs’ Counsel for an award of attorneys’ fees, costs and expenses; and (e) rule on such other matters as the Court may deem appropriate.

Right to Appear and Object

Any member of the Class who objects to the Settlement and/or the Judgment to be entered by the Court, and/or Plaintiffs’ Counsel’s application for attorneys’ fees, costs and expenses, or otherwise wishes to be heard, may appear personally or by counsel at the Settlement Hearing and present any evidence or argument that may be proper and relevant; provided, however, that no member of the Class may be heard and no papers or briefs submitted by or on behalf of any member of the Class shall be received and considered, except by Order of the Court for good cause shown, unless, no later than fourteen (14) calendar days prior to the Settlement Hearing, such person files with the Register in Chancery, Court of Chancery of the State of Delaware, 500 North King Street, Wilmington, Delaware 19801, and serves upon the attorneys listed in the Notice: (a) a written notice of intention to appear; (b) proof of membership in the Class; (c) a detailed statement of objections to any matter before the Court; and (d) the grounds therefor or the reasons for wanting to appear and be heard, as well as all documents or writings the Court shall be asked to consider.  These writings must also be served, on or before such filing with the Court, in accordance with the direction provided in the Notice.