Klein

UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA 6 R. ANDRE KLEIN, et al., Case No. 20-cv-04439-JSC

Plaintiffs,

ORDER RE: MOTION TO DISMISS

v. 9 Re: Dkt. No. 60 LAWRENCE J. ELLISON, et al., Defendants.

12 Plaintiffs bring this shareholder derivative action against certain directors and officers of nominal defendants Oracle Corporation and Oracle America, Inc. (collectively “Oracle”). They allege that because Oracle has failed to meaningfully diversify its Board of Directors, and has discriminatory hiring and promotional practices, representations Defendants made in Proxy Statements breached Defendants’ fiduciary duties and violated § 14(a) of the Securities Exchange Act. Before the Court is Defendants’ motion to dismiss. (Dkt. No. 60.) After carefully considering the parties’ briefing, and having had the benefit of oral argument on April 8, 2021, the Court GRANTS Defendants’ motion. Plaintiffs have not sufficiently pleaded demand futility and, in light of Oracle’s by-laws, the state law claims must be asserted in the…