Free Declaration in Support - District Court of California - California

Case 3:08-mc-80129-SI

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DAVID H. KRAMER, State Bar No. 168452, [email protected] MICHAEL H. RUBIN, State Bar No. 214636, [email protected] WILSON SONSINI GOODRICH & ROSATI Professional Corporation 650 Page Mill Road Palo Alto, CA 94304-1050 Telephone: (650) 493-9300 Facsimile: (650) 565-5100 Attorneys for Non-Party Respondents Artis Capital Management, L.P., Sequoia Capital Operations LLC and TriplePoint Capital LLC UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA SAN FRANCISCO DIVISION VIACOM INTERNATIONAL INC., ET AL. ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) CASE NO.: 3:08-MC-80129-SI [Case No. 07-cv-02103 (LLS) in the U.S. D.C., S.D.N.Y] DECLARATION OF DAVID LAMOND IN SUPPORT OF RESPONDENTS' OPPOSITION TO PLAINTIFFS' JOINT MOTION TO COMPEL PRODUCTION OF DOCUMENTS PURSUANT TO SUBPOENAS TO ARTIS CAPITAL MANAGEMENT L.P., SEQUOIA CAPITAL OPERATIONS LLC, AND TRIPLEPOINT CAPITAL LLC [Case No. 07-cv-03532 (LLS) in the U.S. D.C., S.D.N.Y] Date: Time: Courtroom: Judge: August 15, 2008 9:00 a.m. 10 Honorable Susan Illston

12 Plaintiffs, 13 v. 14 YOUTUBE, INC., ET AL. 15 Defendants. 16 17 18 19 20 21 22 Plaintiffs, 23 v. 24 YOUTUBE, INC., ET AL. 25 Defendants. 26 27 28
LAMOND DECLARATION ISO OPPOSITION TO MOTION TO COMPEL CASE NO. 08-MC-80129 (SI)

THE FOOTBALL ASSOCIATION PREMIER LEAGUE LIMITED, ET AL.

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I, David Lamond, hereby declare that: 1. I am an Analyst for non-party Artis Capital Management, L.P. ("Artis"). I submit

this declaration in support of Respondents' Opposition to Plaintiffs' Joint Motion to Compel Production of Documents Pursuant to Subpoenas to Artis Capital Management L.P., Sequoia Capital Operations LLC, and TriplePoint Capital LLC. I have personal knowledge about the facts described below and if called upon to testify, could competently testify to them. 2. 3. Artis is a hedge fund based in San Francisco. Artis first considered investing in YouTube on or after approximately January of

2006. Artis had no involvement with the company prior to that date. 4. Artis participated in YouTube's Series B round of funding. The Series B funding

deal closed on March 30, 2006. In consideration for the funding, Artis received shares of stock in YouTube. 5. As is typical of Artis' investment style, Artis was a strictly passive investor in

YouTube and has never held a seat on YouTube's Board of Directors. 6. After Artis' initial investment in YouTube was made, Artis received general

updates from YouTube about its operations so that Artis could monitor its investment and report to its investors. Artis exercised no control over, and did not participate in, the strategic planning of YouTube's business model or in the management of the day-to-day operations of the company. The updates Artis received did not extend beyond the financial and business progress updates that Artis (or any other passive investor) would normally receive in the course of its investment. There is no reason to believe YouTube does not have copies of those generalized updates. 7. As a YouTube shareholder, Artis was asked to approve the merger agreement

between Google and YouTube. Artis did so upon recommendation of YouTube's Board of Directors, at a time concurrent with the approval given by the other investors. Artis was also strictly passive in this matter, not performing any due diligence regarding or analysis of the merger agreement, or playing any role in determining the final terms of the transaction.

LAMOND DECLARATION ISO OPPOSITION TO MOTION TO COMPEL CASE NO. 08-MC-80129 (SI)

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