Fox

Appellant NECA-IBEW Pension Fund (Fund) intervened in a stockholder’s action filed by Elliott M. Fox (not a party to this appeal) against respondents JAMDAT Mobile, Inc. (JAMDAT), Paul A. Vais, J. William Gurley, Mitch Lasky, Henk B. Rogers and Michael M. Lynton (collectively the individual defendants). Respondents’ demurrer to appellant’s complaint was sustained without leave to amend. The principal issue is whether Fund’s complaint, which consists of a single cause of action, states facts sufficient for a cause of action for breach of fiduciary duties. We find that it does as to the individual defendants and therefore reverse the judgment as to those defendants. We affirm the trial court’s ruling as to JAMDAT.

FACTS

1. Introduction

This proposed class action on behalf of holders of JAMDAT common stock arises out of the acquisition of JAMDAT by Electronic Arts Inc. (EA) for $27 per share. Both the acquisition process and the price are alleged to have been unfair.

JAMDAT publishes wireless entertainment applications, including games, ringtones, images and other entertainment applications in the United States and internationally. JAMDAT, a Delaware corporation, is…