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The Former Twitter Executives Send a Second Demand for Indemnificationby@legalpdf
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The Former Twitter Executives Send a Second Demand for Indemnification

by Legal PDFJanuary 24th, 2024
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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

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PARAG AGRAWAL VIJAYA GADDE, and NED SEGAL v. twitter Court Filing, retrieved on April 10, 2023 is part of HackerNoon’s Legal PDF Series. You can jump to any part in this filing here. This is part 34 of 38.

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:


  • D'Ambly Lawsuit: 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.


  • Securities Class Action: 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.


  • 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 [email protected] to discuss the foregoing.


Encl.


cc: Mary Hansbury, Global Head of Employment Law, Twitter

Katherine L. Martin, Senior Legal Counsel, Twitter

Katharine Martin, Wilson Sonsini Goodrich & Rosati PC

[email protected]



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This court case 2023-0409 retrieved on October 4, 2023, from int.nyt.com 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.