DiLaura v. Scarlett et al

Filing 22

ORDER granting 21 Stipulation and Order Dismissing Entire Action with Prejudice. Signed by Judge Charles R. Breyer on 12/6/2016. (afmS, COURT STAFF) (Filed on 12/7/2016)

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COOLEY LLP
JOHN C. DWYER (136533) ([e-mail])
BRETT DE JARNETTE (292919) ([e-mail])
3175 Hanover Street
Palo Alto, CA 94304
Telephone:
[phone]
Facsimile:
[phone]
COOLEY LLP
RYAN E. BLAIR (246724) ([e-mail])
4401 Eastgate Mall
San Diego, CA 92121
Telephone: [phone]
Facsimile: [phone]
Attorneys for Defendants
JOHN A. SCARLETT, DANIEL M. RADBURY,
KARIN EASTHAM, V. BRYAN LAWLIS, HOYOUNG HUH,
SUSAN M. MOLINEAUX, ROBERT J. SPIEGEL, and
Nominal Defendant GERON CORPORATION
[Additional counsel on signature page]
UNITED STATES DISTRICT COURT

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NORTHERN DISTRICT OF CALIFORNIA

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RICHARD DILAURA derivatively on
behalf of GERON CORPORATION,
Plaintiff,

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v.
JOHN A. SCARLETT, DANIEL M.
BRADBURY, KARIN EASTHAM, V.
BRYAN LAWLIS, HOYOUNG HUH,
SUSAN M. MOLINEAUX, ROBERT J.
SPIEGEL,

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Consolidated with Haddock v. Scarlett, et
al. Case No. 3:15-cv-03007
STIPULATION AND [PROPOSED] ORDER
DISMISSING ENTIRE ACTION WITH
PREJUDICE

Defendants,

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Case No. 4:15-cv-02989-CRB

– and –
GERON CORPORATION,
Nominal Defendant.

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COOLEY LLP
ATTORNEYS AT LAW
PALO ALTO

STIP. AND ORDER DISMISSING ENTIRE ACTION
WITH PREJUDICE
CASE NO. 4:15-CV-02989-CRB

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Plaintiffs Richard DiLaura and Adrianne Haddock (“Plaintiffs”), defendants John A.

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Scarlett, Daniel M. Radbury, Karin Eastham, V. Bryan Lawlis, Hoyoung Huh, Susan M.

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Molineaux, and Robert J. Spiegel (the “Individual Defendants”), and nominal defendant Geron

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Corporation (“Geron” or the “Company,” and together with the Individual Defendants and

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Plaintiffs, the “Parties”), by and through their respective counsel, move as follows:

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WHEREAS, on June 26, 2015, Mr. DiLaura filed a derivative complaint, captioned

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DiLaura v. Scarlett, et al., N.D. Cal. Case No. 3:15-cv-02989-DMR (the “DiLaura Action”), for

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breach of fiduciary duty and unjust enrichment, asserting claims derivatively on behalf of Geron

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against the Individual Defendants;

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WHEREAS, on June 29, 2015, Ms. Haddock filed a derivative complaint, captioned

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Haddock v. Scarlett, et al., N.D. Cal. Case No. 3:15-cv-03007-JCS (the “Haddock Action”),

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asserting claims identical to those in the DiLaura Action derivatively on behalf of Geron against

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the Individual Defendants;

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WHEREAS, on August 11, 2015, the DiLaura Action and the Haddock Action were
reassigned to this Court;
WHEREAS, on August 13, 2015, the Dilaura Action and the Haddock Action (together,
the “Actions”), were consolidated (the “Federal Derivative Action”);

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WHEREAS, on April 21, 2014, the first of two related derivative lawsuits that are

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factually similar to this Federal Derivative Action was filed in the Superior Court of the State of

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California, County of San Mateo (“State Court”) under the caption Oriente v. Scarlett, et al., Sup.

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Ct. Case No. CIV528121, before the Honorable Marie S. Weiner;

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WHEREAS, on September 25, 2015, Judge Weiner consolidated the State Court

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derivative actions for all purposes (the “State Derivative Action” and, together with the Federal

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Derivative Action, the “Actions”).

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WHEREAS, on April 25, 2016, the parties participated in a full day mediation session

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with Michelle Yoshida, a full-time mediator, arbitrator, and special master with Phillips ADR, in

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Corona Del Mar, California in an attempt to resolve the Actions;

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COOLEY LLP
ATTORNEYS AT LAW
PALO ALTO

WHEREAS, during the April 25, 2016 mediation, the parties reached an agreement in
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STIP AND ORDER DISMISSING ENTIRE ACTION
WITH PREJUDICE
CASE NO. 4:15-CV-02989-CRB

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principle to resolve the Actions;
WHEREAS, on July 22, 2016, the parties to the Actions entered into a Stipulation of
Settlement to resolve the Actions;

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WHEREAS, on August 19, 2016, Judge Weiner entered a Preliminary Approval Order

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preliminarily approving the settlement of the Actions in accordance with the terms and conditions

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of the Stipulation;

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WHEREAS, Geron in accordance with the Preliminary Approval Order and the terms and

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conditions of the Stipulation, provided notice to Geron stockholders of the pending settlement of

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the Actions and the hearing on the motion for final approval of the settlement (the “Final

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Approval Hearing”);
WHEREAS, on November 18, 2016, Judge Weiner held the Final Approval Hearing
concerning the settlement of the Actions and the Stipulation;
WHEREAS, no Geron stockholders objected to the proposed settlement of the Actions at
the Final Approval Hearing;

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WHEREAS, on November 18, 2016, following the Final Approval Hearing, Judge Weiner

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approved the settlement and issued a Judgement and Order Granting Approval of Derivative

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Settlement which, inter alia, dismissed the State Derivative Action with prejudice (a copy of the

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Judgement and Order Granting Approval of Derivative Settlement is attached hereto as Exhibit

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A); and

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WHEREAS, in accordance with the terms and conditions of the Stipulation, the parties
jointly seek an order dismissing the above-captioned Federal Derivative Action with prejudice.
NOW, THEREFORE, it is hereby stipulated and agreed by and between the Parties,
through their respective counsel of record, that:
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The above-captioned Federal Derivative Action is dismissed in its entirety and

with prejudice;

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2.

Further notice of the settlement and this dismissal is not required; and

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3.

Each party shall bear his/her/its own costs and fees.

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IT IS SO STIPULATED.

COOLEY LLP
ATTORNEYS AT LAW
PALO ALTO

3.

STIP AND ORDER DISMISSING ENTIRE ACTION
WITH PREJUDICE
CASE NO. 4:15-CV-02989-CRB

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Dated: November 23, 2016

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COOLEY LLP
JOHN C. DWYER (136533)
RYAN E. BLAIR (246724)
BRETT H. DE JARNETTE (292919)

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/s/ Ryan E. Blair
Ryan E. Blair (246724)

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Dated: November 23, 2016

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Attorneys for Defendants JOHN A. SCARLETT,
DANIEL M. RADBURY, KARIN EASTHAM,
V. BRYAN LAWLIS, HOYOUNG HUH,
SUSAN M. MOLINEAUX, ROBERT J.
SPIEGEL, and Nominal Defendant GERON
CORPORATION
SPARER LAW GROUP
ALAN W. SPARER (No. 104921)
MARC HABER (No. 192981)
100 Pine Street, 33rd Floor
San Francisco, California 94111-5128
Telephone:
[phone]
Facsimile:
[phone]
Email:
[e-mail]
[e-mail]
THE SHUMAN LAW FIRM
KIP B. SHUMAN (No. 145842)
885 Arapahoe Avenue
Boulder, CO 80302
Telephone:
[phone]
Facsimile:
[phone]
Email:
[e-mail]

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/s/ Kip B. Shuman
Kip B. Shuman (145842)

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Attorneys for Plaintiffs RICHARD DILAURA and
ADRIANNE HADDOCK
IT IS SO ORDERED.
Dated: ___________________
12/6/2016

__________________________________
Honorable Charles R. Breyer
United States District Court Judge

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COOLEY LLP
ATTORNEYS AT LAW
PALO ALTO

4.

STIP AND ORDER DISMISSING ENTIRE ACTION
WITH PREJUDICE
CASE NO. 4:15-CV-02989-CRB