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Wilson Sonsini Goodrich & Rosati partner David Berger is no stranger to the courtroom when it comes to hostile takeover bids or contested mergers. His battle for one client, for example, became the subject of a Harvard Business School case study for the longest-running takeover battle in history. So, for the building feud between PeopleSoft Inc. and Oracle Corp., Berger is a natural. He’s playing a key role on the Wilson Sonsini team representing J.D. Edwards & Co. as it tries to protect its pending acquisition by PeopleSoft. “This is my area of expertise,” Berger said. “I do a lot of work representing companies and directors in hostile transactions.” Berger and the litigation team for J.D. Edwards are taking an aggressive stance against Oracle. The Denver-based company has filed two suits against Oracle — one in Colorado targets the company; the other in San Mateo County is aimed at not only Oracle, but also its chief executive officer, Larry Ellison, and another executive, Charles Phillips. Until a few weeks before Oracle launched its tender offer, Phillips was an investment banker at Morgan Stanley & Co., which advised J.D. Edwards in its deal with PeopleSoft. “We think the complaint raises serious issues that go to the heart of Oracle’s offer, and we intend to pursue this litigation vigorously,” Berger said. The San Mateo suit, J.D. Edwards & Co. v. Oracle Corp., 431959, accuses Oracle, Ellison and Phillips of unfair competition. The suit filed in Denver County, Colo., District Court, J.D. Edwards & Co. v. Oracle Corp., 03-4270, accuses Oracle of interfering with its contract with PeopleSoft. Both cases were filed Thursday. James DiBoise, a Wilson Sonsini partner on the team, said he has asked for expedited review on the San Mateo case. A hearing was scheduled for this afternoon. In a statement issued in response to the lawsuits, Oracle called them a “smokescreen.” “This is a tactic designed solely to distract PeopleSoft shareholders from making a choice while PeopleSoft management remains intent on keeping hefty pay packages and neglecting the best interests of shareholders,” the company said in the statement. David Balabanian, a partner at Bingham McCutchen, is representing Oracle in the litigation. He declined to comment, referring all calls to Oracle. Christopher Kaufman, a Latham & Watkins partner who has faced Berger in hostile takeover battles, said targeting Ellison reflects how personal the fight between Oracle and PeopleSoft has become. PeopleSoft’s CEO, Craig Conway, had worked for Oracle. “I think it’s illustrative of the personal nature of how they feel about it,” Kaufman said, “People seem to be fascinated by the people here.” Kaufman represented Mentor Graphics Corp. in that company’s hostile takeover bid for Quickturn Design Systems Inc. in 1998. Berger represented Quickturn and was successful in battling back Mentor Graphics in the Delaware Court of Chancery. Berger also represented Circon Corp. in its fight against a takeover by U.S. Surgical. That battle dragged out for more than two years, and U.S. Surgical ultimately pulled its offer in September 1998. The matter drew the attention of Harvard educators. “We learned about how a hostile bid can impact a business,” Berger said of the Circon case. “An offer may have an impact on the business even if the offer itself doesn’t succeed.”

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