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PeopleSoft General Counsel Anne Jordan has notified the company that she plans to resign, despite the protracted hostile takeover battle with Oracle Corp. A spokesperson for Pleasanton-based PeopleSoft confirmed that Jordan had made a decision to leave the company and seek other opportunities. “She did make a personal decision some time last year and notified PeopleSoft that she’s going to resign,” said spokesperson Steve Swasey. A date for Jordan’s departure hasn’t been announced yet, said Swasey, noting that she was still at the company and was expected to continue in her current capacity as senior vice president, general counsel and secretary for the “foreseeable future.” Jordan did not return calls for comment. It’s unclear what her future plans are. The news came as a surprise to Bay Area corporate attorneys and litigators, given the ongoing litigation sparked by Oracle’s unsolicited $9.4 billion bid to swallow People�Soft. While the timing of Jordan’s departure is unusual, many lawyers said it did not necessarily signal a vulnerability in PeopleSoft’s nine-month effort to fend off Oracle. “Typically you’ve got many layers of legal support when hostile takeovers are ongoing, and one person doesn’t change it very much, even if it is the GC,” said Gilbert Serota, a partner at Howard, Rice, Nemerovski, Canady, Falk & Rabkin. With a background in intellectual property and licensing, Jordan would be particularly likely to rely more on outside counsel with experience in fending off takeovers. According to one source close to the situation, Jordan has had little direct involvement in the Oracle litigation, devoting more of her attention to the integration of J.D. Edwards, which PeopleSoft acquired last year. “I suppose if she was in the middle of the litigation and kind of up and left in the heat of it, that would be one thing. But that’s not what’s happened here,” the source said. Jordan retained Gary Reback, a Carr & Ferrell partner who played a central role in opposing Microsoft’s unsuccessful 1994 attempt to acquire Intuit. PeopleSoft has also enlisted Gibson, Dunn & Crutcher and Cleary, Gottlieb, Steen & Hamilton to represent the company in the various suits spawned by the proposed acquisition. Last week, PeopleSoft won a major victory in its struggle to remain independent when U.S. Department of Justice staff lawyers recommended that the agency block Oracle’s proposed acquisition. According to an announcement by PeopleSoft, the DOJ will decide whether to file a suit to block the acquisition by March 2. Still, Oracle has not backed down and continues to contend that it believes the merger will be approved. Jordan has headed PeopleSoft’s legal department since 1999. She served as Sega of America’s general counsel for five years and was a partner at Palo Alto’s Carr & Ferrell. John Ferrell, of Carr & Ferrell, said he didn’t know what prompted Jordan’s decision to resign, but noted the long commute from her Menlo Park home and the round-the-clock hours required by the company’s current situation. There have been months-long stretches where Jordan has worked seven days a week for 18 hours a day, said Ferrell. He also noted that PeopleSoft has evolved into a different organization than the company Jordan joined in 1999. “I think the needs of the company have changed a lot over the last five or six years,” Ferrell said. “It’s become a large corporation and the corporate governance issues have become a large part of being a general counsel. And also antitrust seems to be a big part of PeopleSoft’s situation.” PeopleSoft’s Swasey would not comment on whether Jordan’s successor has already been chosen, but stressed that there would be a smooth transition. Since general counsel searches can take several months, companies often tap someone in-house to head up the legal department on an interim basis. In this case, says San Francisco legal recruiter Martha Africa, it appears PeopleSoft has had ample notice to find a successor inside or outside the company. “She’s announced to them in plenty of time for them to cover their bases adequately,” Africa said. “She’s not leaving them high and dry.” Of course, the prospect of inheriting the current takeover battle, along with the potential of being out of work should PeopleSoft ultimately get acquired by Oracle, could scare off potential candidates for Jordan’s job, Africa said. On the other hand, Africa said, “there are people for whom the opportunity to come into a company in an absolutely critical moment in the company history — even for a short amount of time — and to make a difference, that would be a very exciting contribution to make; one which would be extremely visible to the legal community.”

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