Shareholders seek to block PeopleSoft refund program

A motion filed Thursday in an ongoing shareholder lawsuit against PeopleSoft seeks to block the company from offering customers a plan promising refunds if PeopleSoft is acquired by a company that disrupts its product development and support plans.

PeopleSoft has been running its "Customer Assurance Program" (CAP) in various forms since Oracle's June launch of a hostile bid to take over PeopleSoft. Company executives describe the program as a kind of insurance intended to assuage customer concerns about damage to their software investments if Oracle succeeds in its acquisition attempt.

PeopleSoft disclosed in a regulatory filing last week that it had amended the program's terms. The agreement still offers payments of two to five times a customer's fees, but the new provisions expand the time frame and circumstances for activating the program's triggers. While the initial agreement took effect if PeopleSoft was acquired within one year of the contract date and if the acquirer took steps within two years to curtail PeopleSoft product support and licensing, the revised plan pushes the acquisition time frame from one year to two years and the support-reduction time frame from two years to four years. It also extends the number of actions by an acquirer that would trigger the program's payments, adding clauses covering a reduction in funding for PeopleSoft product development and delays in expected product updates.

It's those revised terms which prompted the suing shareholders to seek an injunction preventing further use of the program, according to lead counsel Bruce Jameson, of Prickett, Jones & Elliott PA. The shareholder suit was initially filed in June in Delaware's Chancery Court, the same court in which Oracle has its own lawsuit pending challenging PeopleSoft's "poison pill" anti-takeover provisions.

The motion calls PeopleSoft's revised program "a disproportionate and unreasonable response" to the takeover threat from Oracle, and estimates the program's potential cost at $800 million, 11 percent of Oracle's $7.3 billion offer for PeopleSoft. The motion asks the Chancery Court to hold a hearing within thirty days on the injunction motion.

The new provisions set up standards that could only be met if an acquirer held PeopleSoft as a separate entity without any integration into the existing business, the motion charges. It also challenges the program's new timeframe.

"Four years in the world of technology is an eternity and restricting a technology company in the way the CAP does for that period of time is patently unreasonable," the motion said. "The CAP may single handedly prevent Oracle from raising its offer given that many of PeopleSoft's customers apparently may now have a contractual right to impose additional significant costs on Oracle after the acquisition."

PeopleSoft spokesman Steve Swasey said the company altered the plan to offer its customers a higher level of security. "It's not a program, obviously, that we hope would ever see the light of day," he said.

While PeopleSoft's assurance program was set to expire Oct. 17, it has been renewed and is currently running, he said. Swasey dismissed the shareholder lawsuit as meritless and said PeopleSoft will aggressively defend against it.

Oracle portrayed the revised assurance plan as a desperate effort by PeopleSoft's management to ward off Oracle's bid. The modifications reflect PeopleSoft's "blatant disregard for shareholder value and choice," Oracle spokesman Jim Finn said in a prepared statement.

In a separate legal action on the other side of the country, a California judge slightly altered his preliminary ruling on Oracle's motion to dismiss a PeopleSoft lawsuit charging Oracle with unfair competition and libel. Judge Ronald Sabraw, of Alameda County's Superior Court, overruled most of Oracle's arguments for dismissal in a tentative ruling allowing the lawsuit to proceed.

After fielding appeals from Oracle's lawyers, Sabraw altered one of his findings, upholding rather than rejecting Oracle's claim that PeopleSoft hasn't shown that Oracle intentionally interfered in PeopleSoft's contractual relations with its customers. PeopleSoft hasn't demonstrated that Oracle interfered with specific customer relationships it knew PeopleSoft had in place, Sabraw wrote in his final ruling on the dismissal motion, but it can amend its complaint to add such evidence.

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