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PeopleSoft, Inc., general counsel Anne Jordan notified the company late last year that she planned to resign some time in 2004, despite the protracted hostile takeover battle with Oracle Corporation. According to Steve Swasey, a spokesperson for the Pleasanton, California-based company, Jordan’s decision was a personal one. According to Swasey, Jordan is “present and performing her duties as general counsel, senior vice president, and board secretary and will be for the foreseeable future.” He also stressed the company’s strength, saying “Since Oracle announced its unsolicited hostile tender offer, we have performed extremely well.” Jordan did not return calls for comment. 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 PeopleSoft. While the timing of Jordan’s departure is unusual, many lawyers say it does not necessarily signal a vulnerability in PeopleSoft’s protracted 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,” says 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 rebuffing takeovers. Indeed, 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 & Company, which PeopleSoft acquired last year. To help fight the takeover bid, PeopleSoft retained Gary Reback, a Carr & Ferrell partner who played a central role in opposing Microsoft Corporation’s unsuccessful 1994 attempt to acquire Intuit Inc. 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. Jordan has headed PeopleSoft’s legal department since 1999. She served as general counsel of Sega of America, Inc. for five years and was a partner at Carr & Ferrell. John Ferrell of Carr & Ferrell says that he does not know what prompted Jordan’s decision to resign but noted the round-the-clock hours required by the company’s current situation, compounded by her long commute. There have been months-long stretches where Jordan has worked seven days a week for 18 hours a day, says Ferrell. He also noted that PeopleSoft has evolved into a different organization than the company Jordan joined in 1999: “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 had already been chosen, but stressed that there would be a smooth transition. According to San Francisco�based legal recruiter Martha Africa, Jordan has given PeopleSoft ample notice to find a successor. “She’s not leaving them high and dry,” says Africa. On the other hand, says the recruiter, the prospect of inheriting a takeover battle � and the risk of being out of a job should PeopleSoft get acquired � might scare off some candidates.

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