The information contained on this website is only a summary of the information presented in more detail in the Notice of Pendency and Proposed Settlement of Stockholder Class Action, Settlement Hearing and Right to Appear, which you can access here. Because this website is just a summary you should review the Notice for additional details.
Summary of the Action and Settlement
This website relates to a stockholder class action (the “Action”), pending in the Court of Chancery of the State of Delaware (the “Court”). Plaintiff Kenia Lopez (“Plaintiff”) alleges in the Action that VMware, Inc. (“VMware”), Dell Technologies Inc. (“Dell”), Michael S. Dell (“M. Dell”), and Robert C. Mee (“Mee”) (together, “Defendants”) breached fiduciary duties to the public stockholders of Pivotal Software, Inc. (“Pivotal”), and, in the alternative, that VMware aided and abetted those breaches of fiduciary duties, in connection with VMware’s December 30, 2019 acquisition of Pivotal, and that, as a consequence thereof, Pivotal public stockholders suffered damages.
Plaintiff, on behalf of herself and the Class (defined below), Defendants, and former defendant Cynthia Gaylor (“Former Defendant”) have reached a Settlement of the Action for $42,500,000 in cash. On October 4, 2022, the Court held a hearing to consider final approval of the Settlement and related matters. Following the hearing, the Court entered an Order and Final Judgment approving the Settlement, awarding attorney's fees and litigation expenses to Plaintiff’s Counsel, and approving an incentive award to Plaintiff. The Settlement, resolves all claims in the Action.
If you are a member of the Class, you are subject to the Settlement. The Class certified by the Court’s November 4, 2021 Class Certification Order consists of:
All former record holders and beneficial owners of Class A common stock of Pivotal who received $15 per share in cash in exchange for their shares of Pivotal Class A common stock in connection with the acquisition of Pivotal by VMware, Inc. (the “Class Shares”), in their capacities as record holders or beneficial owners of Class Shares, together with their heirs, assigns, transferees, and successors-in-interest, in each case in their capacity as holders of Class Shares.
Excluded from the Class are (i) Defendants and their immediate family members, affiliates, legal representatives, heirs, estates, successors, or assigns; and (ii) any entity in which any Defendant has had a direct or indirect controlling interest.
Also excluded from the Class are (i) the Former Defendant and her immediate family members, affiliates, legal representatives, heirs, estates, successors, or assigns, and any entity in which the Former Defendant has had a direct or indirect controlling interest; and (ii) HBK Master Fund L.P. and HBK Merger Strategies Master Fund L.P. (collectively, the “Appraisal Stockholders”).
PLEASE NOTE: The Class is a non-“opt-out” class pursuant to Delaware Court of Chancery Rules 23(a), 23(b)(1), and 23(b)(2). Class Members do not have the right to exclude themselves from the Class.
Eligible Class Members do not need to submit a claim form in order to receive a distribution from the Settlement. If you are eligible to receive a distribution from the Settlement, your distribution will be paid to you directly.
Please be patient, as it will take some time to conduct the Settlement distribution.
How do I obtain more information?
More detailed information about the Action and the Settlement is contained in the Notice. If you have questions, you may contact the Settlement Administrator by calling toll-free 1-888-681-2126; emailing info@PivotalSoftwareStockholdersLitigation.com; or mailing a letter to:
Pivotal Software Stockholders Litigation
c/o JND Legal Administration
P.O. Box 91321
Seattle, WA 98111
Inquiries should NOT be directed to the Court, the Clerk of the Court, Defendants, or their counsel.