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PARAG AGRAWAL VIJAYA GADDE, and NED SEGAL v. twitter Court Filing, retrieved on April 10, 2023 is part of . You can jump to any part in this filing . This is part 38 of 38. HackerNoon’s Legal PDF Series here STATEMENT OF GOOD CAUSE It is the opinion of counsel for Plaintiffs that there is good cause for this action not to be assigned to a Master in the first instance. This action seeks an expedited ruling requiring Defendant to comply with its obligations to advance legal fees and expenses relating to ongoing litigation and investigations. Plaintiffs respectfully submit that, due to the time sensitivity and the issues that may be presented, this matter may be more efficiently addressed if it proceeds directly before the Chancellor or a Vice Chancellor. FRIEDLANDER & GORRIS, P.A. / / Jeffrey M.Gorris s Jeffrey M. Gorris (Bar No. 5012) David Hahn (Bar No.6417) 1201 N. Market Street, Suite 2200 Wilmington, DE 19801 (302) 573-3500 Attorneys for Plaintiffs Parag Agrawal, Vijaya Gadde, and Ned Segal About HackerNoon Legal PDF Series: We bring you the most important technical and insightful public domain court case filings. This court case 2023-0409 retrieved on October 4, 2023, from is part of the public domain. The court-created documents are works of the federal government, and under copyright law, are automatically placed in the public domain and may be shared without legal restriction. int.nyt.com

The Grand Finale of the Twitter Lawsuit... Or Is It?

PARAG AGRAWAL VIJAYA GADDE, and NED SEGAL v. twitter Court Filing, retrieved on April 10, 2023 is part of . You can jump to any part in this filing . This is part 37 of 38. HackerNoon’s Legal PDF Series here SUPPLEMENTAL INFORMATION PURSUANT TO RULE 3 (A) OF THE RULES OF THE COURT OF CHANCERY The information contained here in is for the use by the Court for statistical and administrative purpose in this document shall be deemed binding for purposes of the merits of the case. Case caption: Parag Agrawal, Vijaya Gadde, and Ned Segal v . Twitter, Inc. 2. Date filed: April 10, 2023 3. Name and address of counsel for plaintiff( s) : Jeffrey M. Gorris (Bar No. 5012) David Hahn (Bar No. 6417) Friedlander & Gorris, P.A. 1201 North Market Street, Suite 2200 Wilmington, DE 19801( 302) 573-3500 4. Short statement and nature of claim(s) asserted: This action seeks an expedited ruling requiring Defendant to comply with its obligations to advance legal fees and expenses. 5. Substantive field of law involved ( check one) : 6. Identify any related cases, including any Register of Wills matter. This question is intended to promote jurisdiction efficiency by assigning cases involving similar parties or issues to a single judicial officer. By signing this form, an attorney represents that the attorney has done reasonable diligence sufficient to respond to this question. Solak v. Twitter, Inc., No. 2022-0491-KSJM; Twitter, Inc. v. Musk, No. 2022-0613-KSJM; Crispo v. Musk, No. 2022-0666-KSJM 7. State all bases for the court's exercise of subject matter jurisdiction by citing to the relevant statute. Specify if 8 Del. C. § 111, 6 Del. C. § 17-111, or 6 Del. C. § 18-111. State if the case seeks monetary relief, even if secondarily or in the alternative, under a merger agreement, asset purchase agreement, or equity purchase agreement. 8 Del. C. § 145(k) 8. If the complaint initiates a summary proceeding under Sections 8 Del. C. 145(k ), 205, 211(c ), 220, or comparable statutes, check here X (If#8 is checked, you must either (i) file a motion to expedite with a proposed form of order identifying the schedule requested or (ii) submit a letter stating that you do not seek an expedited schedule and the reason (s)—e.g., you have filed to preserve standing and do not seek immediate relief.) 9. If the complaint is accompanied by a request for a temporary restraining order, a preliminary injunction, a status quo order, or expedited proceedings other than in a summary proceeding, check here _____. (If# 9 is checked, a motion to expedite must accompany the transaction with a proposed form of order identifying the schedule requested.) 10. If counsel believe that the case should not be assigned to a Master in the first instance, check here and attach a statement of good cause. X Continue Reading . Here About HackerNoon Legal PDF Series: We bring you the most important technical and insightful public domain court case filings. This court case 2023-0409 retrieved on October 4, 2023, from is part of the public domain. The court-created documents are works of the federal government, and under copyright law, are automatically placed in the public domain and may be shared without legal restriction. int.nyt.com

Former Twitter Execs Sue the Company: Get to Know Their Counsel

PARAG AGRAWAL VIJAYA GADDE, and NED SEGAL v. twitter Court Filing, retrieved on April 10, 2023 is part of . You can jump to any part in this filing . This is part 35 of 38. HackerNoon’s Legal PDF Series here EXHIBIT L - Morgan Lewis Michael D. Blanchard Partner +1.860.240.2945 michael.blanchard@morganlewis.com March 17, 2023 VIA EMAIL David L. Anderson, Esq. Sidley Austin LLP 555 California Street, Suite 2000 San Francisco, California 94104 dlanderson@sidley.com Re: Request for Indemnification and Advancement ( ) Gadde, Agrawal, Segal, and Beykpour Dear Mr. Anderson: We are counsel to Twitter, Inc. Twitter) and are in receipt of your letters dated January 13, 2023 and March 3, 2023 sent on behalf of Vijaya Gadde, Parag Agrawal, and Ned Segal and your letter dated March16, 2023 sent on behalf of Kayvon Beykpour regarding requests for indemnification and advancement. We are reviewing your letters and will respond in due course. Please direct any future correspondence in connection with the requests for indemnification and advancement to me directly. Very truly yours, Michael D. Blanchard Continue Reading . Here About HackerNoon Legal PDF Series: We bring you the most important technical and insightful public domain court case filings. This court case 2023-0409 retrieved on October 4, 2023, from is part of the public domain. The court-created documents are works of the federal government, and under copyright law, are automatically placed in the public domain and may be shared without legal restriction. int.nyt.com

What Michael D. Blanchard, Counsel to Twitter, Has to Say

PARAG AGRAWAL VIJAYA GADDE, and NED SEGAL v. twitter Court Filing, retrieved on April 10, 2023 is part of . You can jump to any part in this filing . This is part 34 of 38. HackerNoon’s Legal PDF Series here EXHIBIT K - SECOND DEMAND FOR INDEMNIFICATION AND ADVANCEMENT Via E - Mail and FedEx Twitter, Inc. 1355 Market Street Suite 900 San Francisco, CA 94103 Attn: Chief Executive Officer; General Counsel/ Legal Department Re: Second Demand for Indemnification and Advancement We write on behalf of our clients Vijaya Gadde, Ned Segal, and Parag Agrawal, the former Chief Legal Officer, former Chief Financial Officer, and former Chief Executive Officer, respectively, of Twitter, Inc. (the "Company"). On January 13, 2023, we provided separate notices of our clients' respective rights to indemnification and demanded advancement of expenses, including attorneys' fees, incurred in connection with certain Proceedings defined therein (the "Indemnification and Advancement Letters"). [1] Such notice was provided pursuant to Article IX of the Company's Bylaws dated as of February 14, 2022, the various Director & Officer Indemnification Agreements [2] entered into by the Company and each of our clients, and Section 145 of the Delaware General Corporation Law. On January 20, 2023, we followed up via email and attached undertakings signed by each of our clients. For the avoidance of doubt, copies of these prior correspondence are enclosed herewith. Because we have yet to receive any response from the Company, we write to repeat such demands and request that the Company either immediately provide advancement of fees incurred to date or reply with a statement of any bases on which the Company anticipates denying advancement to, or indemnification of, our clients. If we continue to receive no response from the Company, we will pursue all available remedies in the Delaware Court of Chancery. As a reminder, our clients are involved in certain Proceedings due to their former positions with Company and are incurring Expenses as a result thereof. There can be no legitimate dispute that our clients are involved in these Proceedings by reason of the fact that each was an officer of the Company, and therefore that the Company is obligated to hold harmless and indemnify our clients to the fullest extent permitted by law, and to advance all Expenses incurred by or on behalf of our clients in connection with the Proceedings. Due to our clients' involvement in these Proceedings, they have incurred the following Expenses: Ms. Gadde incurred $ 4,117.50 in Expenses related to the D'Ambly Lawsuit through November 30, 2022. Enclosed herewith are redacted invoices dated November 16, 2022 through November 30, 2022. D'Ambly Lawsuit: Mr. Segal and Mr. Agrawal incurred $25,936 in Expenses related to the Securities Class Action through January 31, 2023. Enclosed herewith are redacted invoices dated December 2 , 2022 through January 31, 2023. Securities Class Action: Inquiries: Ms. Gadde incurred $ 521,127 in Expenses to prepare for her testimony before the House Committee on Oversight and Reform of the 118th Congress through January 31, 2023. Enclosed herewith are redacted invoices dated December 6, 2022 through January 31, 2023. Mr. Segal and Mr. Agrawal incurred $3,467.50 in Expenses related to inquiries by the U.S. Securities and Exchange Commission Division of Enforcement and the U.S. Department of Justice through December 7, 2022. Enclosed herewith are redacted invoices dated December 5, 2022 through December 7, 2022. We demand prompt payment of these Expenses and we repeat our request that the Company advance to our clients as they become due all current and future Expenses, including attorneys' fees, incurred in connection with the Proceedings prior to the final disposition of the Proceedings, as provided for in Section 5 of the Agreements. As to indemnification, we note for the record that our clients' respective Agreements require certain procedures “in the event of any question as to whether Indemnitee is entitled to indemnification under the Agreement." § 6 (emphasis added). Because the Company has yet to respond indicating any questions as to our clients' entitlement to indemnification, application of such procedures is premature. Nonetheless, should the Company take the position that any such questions exist, our clients, as Indemnitees, are empowered to select an Independent Counsel to determine their entitlement to indemnification. We are happy to meet and confer with the Company and its legal advisors concerning the selection of Independent Counsel, consistent with the respective Agreements. This letter does not waive any rights or remedies that our clients may have under current or past practices, agreements, or the law, including those that are not specifically addressed herein. Kindly confirm receipt of this and our prior correspondence and do not hesitate to reach out to me by email at to discuss the foregoing. dlanderson@sidley.com Encl. cc: Mary Hansbury, Global Head of Employment Law, Twitter Katherine L. Martin, Senior Legal Counsel, Twitter Katharine Martin, Wilson Sonsini Goodrich & Rosati PC sop-twitter@twitter.com Continue Reading . Here About HackerNoon Legal PDF Series: We bring you the most important technical and insightful public domain court case filings. This court case 2023-0409 retrieved on October 4, 2023, from is part of the public domain. The court-created documents are works of the federal government, and under copyright law, are automatically placed in the public domain and may be shared without legal restriction. int.nyt.com

The Former Twitter Executives Send a Second Demand for Indemnification

PARAG AGRAWAL VIJAYA GADDE, and NED SEGAL v. twitter Court Filing, retrieved on April 10, 2023 is part of . You can jump to any part in this filing . This is part 30 of 37. HackerNoon’s Legal PDF Series here EXHIBIT G - Via E - Mail and FedEx - January 13, 2023 Twitter, Inc. 1355 Market Street Suite 900 San Francisco, CA 94103 Attn: Chief Executive Officer; General Counsel Legal Department Re: Demand for Indemnification and Advancement We write on behalf of Ned Segal, former Chief Financial Officer of Twitter, Inc. (the "Company"). Pursuant to Article IX of the Company's Bylaws dated as of February 14, 2022, the Director & Officer Indemnification Agreement entered into by the Company and Mr. Segal on or about August 25, 2017 (the "Agreement"), and Section 145 of the Delaware General Corporation Law, we hereby provide notice of Mr. Segal's rights to indemnification and demand advancement of expenses (including attorneys' fees) incurred in connection with certain Proceedings, as defined herein. As you know, Mr. Segal is a former officer of the Company. On or about September 13, 2022, Mr. Segal was named as a defendant in a putative class action securities lawsuit captioned Baker v. Twitter, Inc. et al., No. 2:22-cv-06525 (MCS) (C.D. Cal.) (the "Securities Class Action"). Additionally, Mr. Segal has been contacted by the U.S. Securities and Exchange Commission Division of Enforcement and the U.S. Department of Justice in connection with certain inquiries into the Company and into Elon Musk (the "Inquiries," and together with the Securities Class Action, the "Proceedings").[1] Mr. Segal's involvement in the Proceedings unquestionably is by reason of the fact that Mr. Segal was formerly an officer of the Company. Mr. Segal has retained Sidley Austin LLP ("Sidley") to represent him in connection with the Proceedings. Accordingly, we request that the Company advance to Mr. Segal as they become due all expenses and legal fees, including attorneys' fees, incurred in connection with the Proceedings prior to the final disposition of the Proceedings, as provided for in Section 5 of the Agreement. Enclosed herewith is an undertaking by Mr. Segal to repay any amounts advanced if ultimately it is determined that he is not entitled to be indemnified. If there is any basis on which the Company anticipates denying indemnification of Mr. Segal in regards to this matter, in whole or in part, please promptly state those objections in writing. Otherwise, please advise to whom invoices should be directed. This letter does not waive any rights or remedies that Mr. Segal may have under current or past practices, agreements, or the law, including those that are not specifically addressed herein. Please respond to this letter to me at the address above, or by email at dlanderson@sidley.com Very truly yours, David L. Anderson cc: Mary Hansbury, Global Head of Employment Law, Twitter Katherine L. Martin, Senior Legal Counsel, Twitter Katharine Martin, Wilson Sonsini Goodrich & Rosati PC sop-twitter@twitter.com Continue Reading . Here About HackerNoon Legal PDF Series: We bring you the most important technical and insightful public domain court case filings. This court case 2023-0409 retrieved on October 4, 2023, from is part of the public domain. The court-created documents are works of the federal government, and under copyright law, are automatically placed in the public domain and may be shared without legal restriction. int.nyt.com

What Ned Segal (the Former CFO of Twitter) Sent the Company

PARAG AGRAWAL VIJAYA GADDE, and NED SEGAL v. twitter Court Filing, retrieved on April 10, 2023 is part of . You can jump to any part in this filing . This is part 29 of 38. HackerNoon’s Legal PDF Series here EXHIBIT F - Via E - Mail and FedEx - January 13, 2023 Twitter, Inc. 1355 Market Street Suite 900 San Francisco, CA 94103 Attn: Chief Executive Officer; General Counsel/ Legal Department Re: Demand for Indemnification and Advancement We write on behalf of Vijaya Gadde, former Chief Legal Officer of Twitter, Inc. (the "Company"). Pursuant to Article IX of the Company's Bylaws dated as of February 14, 2022, the Director & Officer Indemnification Agreement entered into by the Company and Ms. Gadde on or about October 1, 2013 (the "Agreement"), and Section 145 of the Delaware General Corporation Law, we hereby provide notice of Ms. Gadde's rights to indemnification and demand advancement of expenses (including attorneys' fees) incurred in connection with certain Proceedings, as defined herein. As you know, Ms. Gadde is a former officer of the Company. On or about September 21, 2020, Ms. Gadde was named as a defendant, alongside the Company, in a lawsuit captioned D'Ambly v. Exoo et al., No. 2-20-cv-12880 (JMV) (D.N.J.) (the "D'Ambly Lawsuit"). Additionally, Ms. Gadde recently received a formal request from the House Committee on Oversight and Reform to testify at a public hearing regarding "Big Tech's" control of free discourse and information sharing during the 118th Congress, and the leaders of other House and Senate committees as well as other Members of Congress also have publicly signaled that they are likely to request sworn interviews, private briefings, or public testimony from Ms. Gadde related to her role at the Company (collectively the "Inquiries," and together with the D'Ambly Lawsuit, the "Proceedings"). Ms. Gadde's involvement in the Proceedings unquestionably is by reason of the fact that Ms. Gadde was formerly an officer of the Company. Ms. Gadde has retained Sidley Austin LLP ("Sidley") to represent her in connection with the Proceedings. Accordingly, we request that the Company advance to Ms. Gadde as they become due all expenses and legal fees, including attorneys' fees, incurred in connection with the Proceedings prior to the final disposition of the Proceedings, as provided for in Section 5 of the Agreement. Enclosed herewith is an undertaking by Ms. Gadde to repay any amounts advanced if ultimately it is determined that she is not entitled to be indemnified. If there is any basis on which the Company anticipates denying indemnification of Ms. Gadde in regards to the Proceedings, in whole or in part, please promptly state those objections in writing. Otherwise, please advise to whom invoices should be directed. Demand for Indemnification and Advancement January 13, 2023 Page 2 This letter does not waive any rights or remedies that Ms. Gadde may have under current or past practices, agreements, or the law, including those that are not specifically addressed herein. Please respond to this letter to me at the address above, or by email at dlanderson@sidley.com Very truly yours, David L. Anderson cc: Mary Hansbury, Global Head of Employment Law, Twitter Katherine L. Martin, Senior Legal Counsel, Twitter Katharine Martin, Wilson Sonsini Goodrich & Rosati PC sop-twitter@twitter.com Continue Reading . Here About HackerNoon Legal PDF Series: We bring you the most important technical and insightful public domain court case filings. This court case 2023-0409 retrieved on October 4, 2023, from is part of the public domain. The court-created documents are works of the federal government, and under copyright law, are automatically placed in the public domain and may be shared without legal restriction. int.nyt.com

Vijaya Gadde: The Letter They Sent to Twitter and What It Said

PARAG AGRAWAL VIJAYA GADDE, and NED SEGAL v. twitter Court Filing, retrieved on April 10, 2023 is part of . You can jump to any part in this filing . This is part 28 of 37. HackerNoon’s Legal PDF Series here EXHIBIT E - Via E - Mail and FedEx - January 13, 2022 Twitter, Inc. 1355 Market Street Suite 900 San Francisco, CA 94103 Attn: Chief Executive Officer; General Counsel Legal Department Re: Demand for Indemnification and Advancement We write on behalf of Parag Agrawal, former Chief Executive Officer of Twitter, Inc. (the “Company”). Pursuant to Article IX of the Company's Bylaws dated as of February 14, 2022, the Director & Officer Indemnification Agreement entered into by the Company and Mr. Agrawal on or about November 29, 2021 (the Agreement), and Section 145 of the Delaware General Corporation Law, we hereby provide notice of Mr. Agrawal's rights to indemnification and demand advancement of expenses (including attorneys' fees) incurred in connection with certain Proceedings, as defined herein. As you know, Mr. Agrawal is a former officer of the Company. On or about September 13, 2022, Mr. Agrawal was named as a defendant in a putative class action securities lawsuit captioned No. 2 :22-cv-06525 (MCS) (C.D. Cal.) (the “Securities Class Action”). Baker v. Twitter, Inc. et al., Additionally, Mr. Agrawal has been contacted by the U.S. Securities and Exchange Commission Division of Enforcement and the U.S. Department of Justice in connection with certain inquiries into the Company and into Elon Musk (the Inquiries, and together with the Securities Class Action, the Proceedings). Mr. Agrawal's involvement in the Proceedings unquestionably is by reason of the fact that Mr. Agrawal was formerly an officer of the Company. Mr. Agrawal has retained Sidley Austin LLP (“Sidley”) to represent him in connection with the Proceedings.[1] Accordingly, we request that the Company advance to Mr. Agrawal as they become due all expenses and legal fees, including attorneys fees, incurred in connection with the Proceedings prior to the final disposition of the Proceedings, as provided for in Section 5 of the Agreement. Enclosed herewith is an undertaking by Mr. Agrawal to repay any amounts advanced if ultimately it is determined that he is not entitled to be indemnified. If there is any basis on which the Company anticipates denying indemnification of Mr. Agrawal in regards to this matter, in whole or in part, please promptly state those objections in writing. Otherwise, please advise to whom invoices should be directed. This letter does not waive any rights or remedies that Mr. Agrawal may have under current or past practices, agreements, or the law, including those that are not specifically addressed herein. Please respond to this letter to me at the address above, or by email at dlanderson@sidley.com Very truly yours, David L. Anderson cc: Mary Hansbury, Global Head of employment Law, Twitter Katherine L. Martin, Senior Legal Counsel, Twitter Katherine Martin, Wilson Sonsini Goodrich And Rosati PC sop-twitter@twitter.com [1] Mr. Agrawal's current counsel of record in the Securities Class Action will withdraw and Sidley will take over that representation. Continue Reading . Here About HackerNoon Legal PDF Series: We bring you the most important technical and insightful public domain court case filings. This court case 2023-0409 retrieved on October 4, 2023, from is part of the public domain. The court-created documents are works of the federal government, and under copyright law, are automatically placed in the public domain and may be shared without legal restriction. int.nyt.com

A Full Look at Parag Agrawal's Letter to Twitter Inc. 

Vijaya Gadde and Twitter: The Indemnification Agreement They Have

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