STEC Complaint FILED 10 25 12.pdf


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failure of STEC’s Board of Directors (the “Board”) to sue the Securities Fraud

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Defendants, Mike and PWC following Plaintiff’s August 2, 2010 pre-suit written

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demand (the “Demand Letter”) that they do so, which letter is attached hereto as

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Exhibit “A”.
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below, subjected to a sham “investigation” by so-called “independent members of

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the Board” orchestrated by Defendant Robert M. Saman, STEC’s in-house counsel

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(“Saman”), and ultimately rejected.5 Such “investigation” and its resultant

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rejection of the demands were scripted by Defendant Saman at the direction of

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Defendants Manouchehr and Mark, to whom Defendant Saman reported and was

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subservient.
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The claims made in the Demand Letter were, as described more fully

In the wake of such bad faith rejection of Plaintiff’s demands and

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refusal to commence suit against the Individual Defendants and the Trust

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Defendants to recover STEC’s damages, he asserts herein claims on behalf of

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STEC.6 These claims arise from, inter alia, the Individual Defendants’ breaches of

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fiduciary duty, breaches of the duty of loyalty, violation of California Corporations

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Code §25402, waste of corporate assets, and/or unjust enrichment (including

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trading on inside information) and against Defendant Mike and the Moshayedi

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Trust Defendants for unjust enrichment (including trading on inside information).

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Plaintiff seeks further damages on behalf of STEC from the Securities Fraud

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Upon information and belief, the purportedly “independent members of the
Board” did not even have independent legal counsel in “determining the
appropriate action to be taken with respect to the Demand” Letter and were guided
solely by Defendant Saman, who was appointed by, reporting to and serving at the
pleasure
of the Moshayedis.
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The Demand Letter asserts claims directly and/or indirectly by implication
against each of the Individual Defendants and Trust Defendants. To the extent that
the Demand Letter did not specifically identify each potential Defendant by name
and precise wrongful activity, give the wholesale rejection of the demands
contained in the Demand Letter and the manner in which these claims were
handled by Defendants Saman and Manouchehr, any further identification of the
Individual Defendants and/or particularization of their wrongful acts would have
been futile gestures and, thus, unnecessary.
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