In re Polycom, Inc.

ORDER GRANTING IN PART AND DENYING IN PART MOTIONS TO DISMISS

1. INTRODUCTION

Now before the Court are motions to dismiss Plaintiffs’ Verified Consolidated First Amended Shareholder Derivative Complaint, ECF No. 47 (“Compl.”). The first motion was filed by Polycom, Inc. and five members of its Board of Directors, Betsy S. Atkins, John A. Kelley, D. Scott Mercer, William A. Owens, and Kevin T. Parker, 1 (collectively, “Polycom”). ECF No. 48 (“Polycom Mot.”). The second motion was filed by Polycom’s former CEO and Defendant’Andrew Miller. ECF No. 51 (“Miller Mot.”). The motions are fully briefed, 2 and appropriate for disposition without oral argument under Civil Local Rule 7-l(b). For the reasons set forth below, the motions are GRANTED IN PART and DENIED IN PART.

*1011 II. BACKGROUND

This is a shareholder derivative suit against Polycom, a San Jose-based provider of video and telecommunication systems, arising out of allegations of misconduct by Polycom’s CEO, Andrew Miller. Miller resigned after an investigation by Polycom’s Audit Committee, made up of Kelley, Mercer, and Parker, found problems with Miller’s expense reimbursements.

During Miller’s tenure as CEO, he allegedly…