Pyramid Holdings, Inc. v. Terraform Global, Inc. et al

Filing 41

STIPULATION AND ORDER Extending Time for Defendants' to respond to the complaints. Signed by Judge Richard Seborg on 1/11/16. (cl, COURT STAFF) (Filed on 1/11/2016)

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Sara B. Brody, SBN 130222
[e-mail]
Jaime A. Bartlett, SBN 251825
[e-mail]
Sarah A. Hemmendinger, SBN 298659
[e-mail]
SIDLEY AUSTIN LLP
555 California Street, Suite 2000
San Francisco, California 94104
Telephone: [phone]
Facsimile: [phone]
Norman J. Blears, SBN 95600
[e-mail]
SIDLEY AUSTIN LLP
1001 Page Mill Road, Building 1
Palo Alto, California 94304
Telephone: [phone]
Facsimile: [phone]
Attorneys for Defendants
TerraForm Global, Inc., SunEdison, Inc., Ahmad Chatila, Carlos
Domenech Zornoza, Jeremy Avenier, Martin Truong, Brian Wuebbels
[Additional counsel appear on signature page.]
UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF CALIFORNIA
JUAN M. RODRIGUEZ BELTRAN,
)
Individually and on Behalf of All Others
)Case No. 3:15-cv-04981-WHO
Similarly Situated,
)
)
Plaintiff,
)
)
v.
) STIPULATION AND [PROPOSED]
) ORDER EXTENDING TIME FOR
TERRAFORM GLOBAL, INC., et al.,
) DEFENDANTS TO RESPOND TO THE
) COMPLAINTS
Defendants.
)
)
)
PYRAMID HOLDINGS, INC., Individually and
) Case No. 3:15-cv-05068-RS
on Behalf of All Others Similarly Situated,
)
)
Plaintiff,
)
)
v.
)
)
TERRAFORM GLOBAL, INC., et al.,
)
)
Defendants.
)

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STIPULATION AND [PROPOSED] ORDER EXTENDING TIME TO RESPOND TO COMPLAINTS
3:15CV4981-WHO

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Plaintiff Juan M. Rodriguez Beltran, individually and on behalf of all others similarly

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situated, and Plaintiff Pyramid Holdings, Inc., individually and on behalf of all others similarly

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situated, by through their undersigned counsel, (“Plaintiffs”), and Defendants TerraForm Global,

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Inc., SunEdison, Inc., Ahmad Chatila, Carlos Domenech Zornoza, Jeremy Avenier, Martin

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Truong, Brian Wuebbels, J.P. Morgan Securities LLC., Barclays Capital Inc., Citigroup Global

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Markets Inc Morgan Stanley & Co. LLC, Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner &

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Smith Incorporated, Deutsche Bank Securities Inc., BTG Pactual US Capital LLC, Itaú BBA

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Securities, Inc., SMBC Nikko Securities America, Inc., SG Americas Securities, LLC, and Kotak

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Mahindra, Inc. (“Defendants”), by and through their undersigned counsel, hereby stipulate and

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agree as follows:
WHEREAS, on October 29, 2015, Juan M. Rodriguez Beltran, individually and on behalf

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of all others similarly situated, filed a class action complaint captioned Beltran v. TerraForm

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Global et al., Case No. 3:15-cv-04981-WHO (the “Beltran Action”) against the Defendants

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alleging violations of the federal securities laws;

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WHEREAS, on October 29, 2015, pursuant to 15 U.S.C. § 77z-1(a)(3)(A)(i), Plaintiff

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Beltran caused a notice to be published on Businesswire, a “widely circulated national business-

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oriented wire service,” advising members of the purported class of, inter alia: (1) the pendency of

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the action; (2) the claims asserted therein; (3) the purported class period; and (4) that, not later than

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60 days after the date on which the notice was published, any member of the purported class had

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the right to move the Court to serve as Lead Plaintiff of the class;

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WHEREAS, on November 5, 2015, Pyramid Holdings, Inc., individually and on behalf of

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all others similarly situated, filed a class action complaint captioned Pyramid Holdings v.

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TerraForm Global, Inc. et al., 3:15-cv-05068-RS (the “Pyramid Holdings Action”) against the

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Defendants alleging violations of the federal securities laws;

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WHEREAS, the Beltran Action and the Pyramid Holdings Action are class actions brought

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against the same defendants, alleging the same violations of federal securities law in connection

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with TerraForm Global’s IPO, and proceeding before different judges would likely lead to an

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unduly burdensome duplication of labor and expense, and cause the potential for conflicting
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STIPULATION AND [PROPOSED] ORDER EXTENDING TIME TO RESPOND TO COMPLAINTS
3:15CV4981-WHO

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results;
WHEREAS, the parties recognize that pursuant to Civil Local Rule 3-12, these actions are

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related and should be so marked, and agree that Defendants will prepare the appropriate Joint

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Administrative Motion to Consider Whether Cases Should be Related;

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WHEREAS, the Court in the Beltran Action and the Pyramid Holdings Action has issued

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Scheduling Orders which set certain different deadlines, including for ADR filings, Initial Case

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Management Conferences, and Initial Disclosures in each case;

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WHEREAS, pursuant to 15 U.S.C. § 77z-1(a)(3)(B) the Court must appoint a Lead
Plaintiff;
WHEREAS, on December 28, 2015 certain class members moved for appointment as Lead
Plaintiff and lead counsel;
WHEREAS, the parties agree that, in light of the pending motions for appointment as Lead

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Plaintiff and lead counsel, and in the interests of judicial economy and the preservation of the

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Court’s and the parties’ resources, Defendants need not respond to the pending Complaints;

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WHEREAS, the parties agree that, in light of the pending motions for appointment as Lead

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Plaintiff and lead counsel and the anticipated Administrative Motion to Consider Whether Cases

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Should be Related, and in the interests of judicial economy and the preservation of the Court’s and

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the parties’ resources, the deadlines set in the Scheduling Orders should be vacated and new dates

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set after the cases are related and consolidated;

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NOW, THEREFORE, it is hereby stipulated as follows:

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1. These related actions shall be consolidated pursuant to the Court’s process;

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2. Deadlines set in the Court’s Scheduling Orders shall be vacated and re-set

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following consolidation;
3. Defendants shall not be required to move or otherwise respond to the Complaints

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filed in the Beltran Action or the Pyramid Holdings Action until after the

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appointment of a Lead Plaintiff pursuant to 15 U.S.C. § 77z-1(a)(3) and after the

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filing by such Lead Plaintiff of a Consolidated complaint. Pursuant to L.R. 6-1(a),

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this paragraph shall be effective upon the filing of this Stipulation with the Court;
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STIPULATION AND [PROPOSED] ORDER EXTENDING TIME TO RESPOND TO COMPLAINTS
3:15CV4981-WHO

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4. Following the appointment of a Lead Plaintiff, the parties shall submit to the Court

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a proposed schedule for the filing of a Consolidated complaint and the filing and

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briefing of any motion to dismiss; and

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5. This Stipulation is entered into without prejudice to any party seeking any interim
relief.

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Dated: January 8, 2016

SIDLEY AUSTIN LLP

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By: /s/ Sara B. Brody
Sara B. Brody

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Attorneys for Defendants
TerraForm Global, Inc., SunEdison, Inc.,
Ahmad Chatila, Carlos Domenech Zornoza,
Jeremy Avenier, Martin Truong, Brian
Wuebbels

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Dated: January 8, 2016

SHEARMAN & STERLING LLP

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By: /s/ Stephen D. Hibbard
Stephen D. Hibbard

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Attorneys for Defendants J.P. Morgan
Securities LLC., Barclays Capital Inc.,
Citigroup Global Markets Inc., Morgan
Stanley & Co. LLC, Goldman, Sachs & Co.,
Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Deutsche Bank Securities Inc.,
BTG Pactual US Capital LLC, Itaú BBA
USA Securities, Inc., SMBC Nikko Securities
America, Inc., SG Americas Securities, LLC,
and Kotak Mahindra, Inc.

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Dated: January 8, 2016

SCOTT + SCOTT, LLP

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By: /s/ Thomas L. Laughlin
Thomas L. Laughlin
Attorneys for Plaintiff Juan M. Rodriguez
Beltran

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STIPULATION AND [PROPOSED] ORDER EXTENDING TIME TO RESPOND TO COMPLAINTS
3:15CV4981-WHO

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Dated: January 8, 2016

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ABRAHAM, FRUCHTER & TWERSKY, LLP
By: /s/ Ian D. Berg
Ian D. Berg

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Attorneys for Plaintiff Pyramid Holdings, Inc.

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SIGNATURE ATTESTATION
I am the ECF User whose identification and password are being used to file the foregoing

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Stipulation and [Proposed] Order Extending Time for Defendants to Respond to the Complaints. In

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compliance with Local Rule 5-1(i)(3), I hereby attest that the other signatories have concurred in this

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filing.

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Dated: January 8, 2016

SIDLEY AUSTIN LLP
By: /s/ Sara B. Brody
Sara B. Brody

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Attorneys for Defendants
TerraForm Global, Inc., SunEdison, Inc.,
Ahmad Chatila, Carlos Domenech Zornoza,
Jeremy Avenier, Martin Truong, Brian
Wuebbels

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PURSUANT TO STIPULATION, IT IS SO ORDERED.
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Dated: ______________
1/11/16
Honorable Richard Seeborg
United States District Judge

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STIPULATION AND [PROPOSED] ORDER EXTENDING TIME TO RESPOND TO COMPLAINTS
3:15CV4981-WHO