December 13, 2004 11:21 AM PST

Peace breaks out in Oracle courtroom

WILMINGTON, Del.--The courtroom here was supposed to be an arena of combat between legal gladiators for Oracle and PeopleSoft. Instead, it became part of the victor's circle.

Oracle preempted the proceedings early Monday with the announcement that finally, after 18 long and hard-fought months, it had gotten its business rival and hostile takeover target to agree to a $10 billion merger.

The usually tense courtroom, which had seen testimony from industry luminaries including Oracle's chief executive, Larry Ellison, and Craig Conway, his onetime counterpart at PeopleSoft, erupted in smiles, handshakes and good humor after the announcement. Attorneys who had been sparring bitterly over discovery disputes just weeks ago took pains to compliment their adversaries' skills.

Presiding Judge Leo Strine told those gathered that now everyone could go home to their families before the holidays. He also offered a lighthearted suggestion about how it was that the opponents had come to be reconciled.

"The threat of one of my notoriously long opinions is the principle reason" the two companies reached agreement over the weekend, Strine joked.

The case in the Delaware Chancery Court here stemmed from a lawsuit brought by Oracle, which was seeking to invalidate a PeopleSoft antitakeover measure known as a "poison pill." It was one of just a handful of legal skirmishes still to be decided after Oracle's earlier victory in an antitrust case brought by the U.S. Justice Department and a subsequent decision by the European Union not to oppose the merger.

In applauding the deal, Strine also noted that "there was no way for any of the judges involved to completely resolve this." When possible, it's always better for the companies involved in such a dispute to settle matters on their own, he said.

Even with Monday's announcement, some legal paperwork remains to be done in Delaware. Oracle asked the court to halt its lawsuit against PeopleSoft, saying it wanted to move ahead with the now-friendly takeover as quickly as possible.

Oracle attorney Michael Carroll said that a related lawsuit in California will be "stayed as well" and that both cases "should be resolved in a few weeks."

 

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