Free Declaration in Support - District Court of California - California

Case 3:07-cv-06198-MHP

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HOWARD RICE NEMEROVSKI CANADY FALK & RABKIN

GILBERT R. SEROTA (No. 75305) Email: [email protected] MARK A. SHEFT (No. 183732) Email: [email protected] MICHAEL L. GALLO (No. 220552) Email: [email protected] HOWARD RICE NEMEROVSKI CANADY FALK & RABKIN A Professional Corporation Three Embarcadero Center, 7th Floor San Francisco, California 94111-4024 Telephone: 415/434-1600 Facsimile- 415/217-5910 Attorneys for Plaintiffs THOMAS WEISEL PARTNERS LLC and THOMAS WEISEL INTERNATIONAL PRIVATE LIMITED UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA SAN FRANCISCO DIVISION

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SORANI DECL. ISO OPP. TO DEFS.' MOT. TO DISMISS FIRST AM. COMPL. C-07-6198 MHP

THOMAS WEISEL PARTNERS LLC, a Delaware limited liability company, and THOMAS WEISEL INTERNATIONAL PRIVATE LIMITED, an Indian company, Plaintiffs, V. BNP PARIBAS, a French corporation, BNP PARIBAS SECURITIES (ASIA) LIMITED, a Hong Kong company, and PRAVEEN CHAKRAVARTY, an individual, Defendants.

No. C-07-6198 MHP Action Filed: December 6, 2007 DECLARATION OF LISA SORANI IN SUPPORT OF PLAINTIFFS' CONSOLIDATED OPPOSITION TO DEFENDANTS' MOTIONS TO DISMISS PLAINTIFF'S FIRST AMENDED COMPLAINT Date: Time: Place: Judge: August 18, 2008 2:00p.m. Courtroom 15 Hon. Marilyn Hall Patel

Case 3:07-cv-06198-MHP

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HOWARD RICE NEMEROVSKI CA FA EV RABKIN -*---"'""

I, Lisa Sorani, declare: 1. I am a Vice President and Associate Director of Human Resources at Thomas

Weisel Partners, LLC ("TWP LLC"). I have been employed in that position since February 16, 2006. I joined TWP LLC as an Associate and Human Resources Generalist on October 4, 2004. I was promoted to Associate Director of Human Resources on September 1, 2005 and became a Vice President on February 16, 2006. I am familiar with the policies and practices of T'WP LLC's human resources department. I am also in charge of TWP LLC's personnel files. My responsibilities include oversight of the human resources function for Thomas Weisel International Private Limited ("TWIPL"). In that capacity, I and employees under my supervision developed human resources policies for TWIPL and maintained personnel files on TWIPL employees. I make this Declaration upon personal knowledge and, if called upon to testify, could and would testify competently hereto. A. Defendant Praveen Chakravarty. 2. On August 7, 2003, TWP LLC offered Defendant Praveen Chakravarty a position

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as an Equity Research Associate in its San Francisco office. On August 13, 2003, Chakravarty accepted that offer. Attached hereto as Exhibit A is a true and correct copy of TWP LLC's offer letter to Chakravarty, signed by Chakravarty, which I obtained from Chakravarty's personnel file. 3. Chakravarty is an Indian citizen and was employed in San Francisco until on or

about October 1, 2005, pursuant to a non-immigrant worker visa. 4. As a condition of his employment, Chakravarty agreed to protect TWP LLC's

confidential information, to not solicit its employees, and to not use his position or TWP LLC's confidential information for his personal gain or to compete with TWP LLC. Attached hereto as Exhibit B is a true and correct copy of TWP LLC's employee handbook. Attached hereto as Exhibit C is a true and correct copy of a TWP LLC "Acknowledgement Of Receipt Of Employee Handbook And Agreement To Employment At Will, Confidentiality, Non-Solicitation, And Agreement To Arbitrate" signed by Chakravarty. A copy of this agreement was in Chakravarty's personnel file.
SORANI DECL. ISO OPP. TO DEFS.' MOT. TO DISMISS FIRST AM. COMPL. C-07-6198 MHP

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HOWARD RICE NEMEROVSKI CANADY FALK I RABKIN

5.

On or about October 1, 2005, TWP LLC assigned Chakravarty to TWIPL in

Mumbai to take the lead management role in building up and running the research side of Discovery Research. Chakravarty remained an employee of TWP LLC until his termination in 2007. In Mumbai, Chakravarty reported to KV Dhillon. As part of his international assignment, Chakravarty was named "Director of Discovery Research" and received a raise and significant benefits, including a guaranteed bonus, an equity award and a substantial housing allowance. Attached hereto as Exhibit D are true and correct copies of (1) a September 29, 2005 letter to Chakravarty setting forth the terms of Chakravarty's "International Assignment" to TWIPL in Mumbai and (2) a June 23, 2006 letter verifying the details of Chakravarty's assignment in Mumbai. These letters were both in Chakravarty's personnel file. B. Discovery Research Analysts. 6. The Discovery Research Analysts were directly employed by TWIPL. Attached

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hereto at Exhibit E are true and correct copies of offer letters from TWIPL for the 17 research analysts and research associates that left Discovery Research between October 31 and November 7, 2007. 7. Although directly employed by TWIPL, all Discovery Research employees had

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to comply with TWP LLC policies for research analysts. Attached hereto as Exhibit F is a true and correct copy of a TWIPL new hire binder with the policies that TWIPL employees had to adhere to, including many TWP LLC policies (for example, TWP LLC's Compliance Policy, TWP LLC's Anti-Money Laundering Policy, TWP LLC's Equity Research Policies Manual and TWP LLC's Computer Software and Internet Access Service Policies). Attached hereto as Exhibit G are true and correct copies of signed acknowledgments that the research analysts and research associates who left Discovery Research between October 31 and November 7, 2007 had read and agreed to the policies in the TWIPL new hire binder, including the TWP LLC policies. Copies of these acknowledgments were in the employees' personnel files. I declare under penalty of perjury under the laws of the United States of America that
SORANI DECL. ISO OPP. TO DEFS.' MOT. TO DISMISS FIRST AM. COMPL. C-07-6198 MHP

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HOWARD KICE NEMEKOVSKI CANADY FALK Et KABKIN
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the foregoing is true and correct. Executed thisPi day of June 2008 at San Francisco, California

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SORANI DECL. ISO OPP. TO DEFS.' MOT. TO DISMISS FIRST AM. COMPL. C-07-6198 MHP

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