As you know, Mr. Segal is a former officer of the Company. On or about September 13, 2022, Mr. Segal was named as a defendant in a putative class action securities lawsuit captioned Baker v. Twitter, Inc. et al., No. 2:22-cv-06525 (MCS) (C.D. Cal.) (the "Securities Class Action").
PARAG AGRAWAL VIJAYA GADDE, and NED SEGAL v. twitter Court Filing, retrieved on April 10, 2023 is part of HackerNoon’s Legal PDF Series. You can jump to any part in this filing here. This is part 30 of 37.
EXHIBIT G - Via E - Mail and FedEx - January 13, 2023
Twitter, Inc.
1355 Market Street Suite 900
San Francisco, CA 94103
Attn: Chief Executive Officer; General Counsel Legal Department
Re: Demand for Indemnification and Advancement
We write on behalf of Ned Segal, former Chief Financial Officer of Twitter, Inc. (the "Company"). Pursuant to Article IX of the Company's Bylaws dated as of February 14, 2022, the Director & Officer Indemnification Agreement entered into by the Company and Mr. Segal on or about August 25, 2017 (the "Agreement"), and Section 145 of the Delaware General Corporation Law, we hereby provide notice of Mr. Segal's rights to indemnification and demand advancement of expenses (including attorneys' fees) incurred in connection with certain Proceedings, as defined herein.
As you know, Mr. Segal is a former officer of the Company. On or about September 13, 2022, Mr. Segal was named as a defendant in a putative class action securities lawsuit captioned Baker v. Twitter, Inc. et al., No. 2:22-cv-06525 (MCS) (C.D. Cal.) (the "Securities Class Action").
Additionally, Mr. Segal has been contacted by the U.S. Securities and Exchange Commission Division of Enforcement and the U.S. Department of Justice in connection with certain inquiries into the Company and into Elon Musk (the "Inquiries," and together with the Securities Class Action, the "Proceedings").[1] Mr. Segal's involvement in the Proceedings unquestionably is by reason of the fact that Mr. Segal was formerly an officer of the Company. Mr. Segal has retained Sidley Austin LLP ("Sidley") to represent him in connection with the Proceedings.
Accordingly, we request that the Company advance to Mr. Segal as they become due all expenses and legal fees, including attorneys' fees, incurred in connection with the Proceedings prior to the final disposition of the Proceedings, as provided for in Section 5 of the Agreement.
Enclosed herewith is an undertaking by Mr. Segal to repay any amounts advanced if ultimately it is determined that he is not entitled to be indemnified.
If there is any basis on which the Company anticipates denying indemnification of Mr. Segal in regards to this matter, in whole or in part, please promptly state those objections in writing. Otherwise, please advise to whom invoices should be directed.
This letter does not waive any rights or remedies that Mr. Segal may have under current or past practices, agreements, or the law, including those that are not specifically addressed herein.
Please respond to this letter to me at the address above, or by email at
Very truly yours,
David L. Anderson
cc: Mary Hansbury, Global Head of Employment Law, TwitterKatherine L. Martin, Senior Legal Counsel, Twitter
Katharine Martin, Wilson Sonsini Goodrich & Rosati PC
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