In Re Sagent Technology, Inc., Derivative Litig.

ORDER RE MOTIONS TO DISMISS

Before the court are defendants’ motions to dismiss the consolidated shareholder derivative complaint pursuant to Federal Rule of Civil Procedure 12(b)(6) for failure to state a claim, and alternative motions to stay the action in favor of an action presently pending in the Superior Court of California, County of Santa Clara. Having read the parties’ papers and carefully considered their arguments and the relevant legal authority, and good cause appearing, the court hereby rules as follows.

INTRODUCTION

This is a shareholders’ derivative action suit brought for the benefit of nominal defendant Sagent Technology, Inc. (“Sa-gent”) against certain of Sagent’s current and former directors and officers (“the individual defendants”). Plaintiffs allege insider trading and accounting irregularities, which they claim necessitated a restatement of revenues for the period in which the stock sales occurred. Plaintiffs allege violations of California Corporations Code § 25402 and common law claims of breach of fiduciary duty and waste of corporate assets. Jurisdiction is based on 28 U.S.C. § 1332 , as plaintiffs and defendants are alleged to be citizens of…