Hussey v. Ruckus Wireless, Inc. et al

Filing 69

STIPULATION AND ORDER re 68 STIPULATION WITH PROPOSED ORDER FOR ADMINISTRATIVE RELIEF FROM PAGE LIMITATIONS AND PERMISSION TO FILE CONSOLIDATED BRIEFS ON DEFENDANTS' FORTHCOMING MOTIONS TO DISMISS SECOND AMENDED COMPLAINT filed b y Georges Antoun, Stallion Merger Sub Inc., Gaurav Garg, Richard Lynch, Brocade Communications Systems, Inc., Mohan Gyani, Ruckus Wireless, Inc., Stewart Grierson, Seamus Hennessy, Selina Y. Lo, Barton Burstein. Signed by Judge Edward M. Chen on 4/24/17. (bpf, COURT STAFF) (Filed on 4/24/2017)

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MORGAN, LEWIS & BOCKIUS LLP
Joseph E. Floren, Bar No. 168292
[e-mail]
Kevin M. Benedicto, Bar No. 305802
[e-mail]
One Market, Spear Street Tower
San Francisco, CA 94105-1596
Tel: [phone]
Fax: [phone]
Attorneys for Defendants
BROCADE COMMUNICATIONS SYSTEMS, INC.
and RUCKUS WIRELESS, INC.
SULLIVAN & CROMWELL LLP
Laura Kabler Oswell, Bar No. 241281
[e-mail]
1870 Embarcadero Road
Palo Alto, CA 94303
Tel: [phone]

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Attorneys for Defendants
SELINA Y. LO, SEAMUS HENNESSY, GAURAV
GARG, MOHAN GYANI, GEORGES ANTOUN,
RICHARD LYNCH, STEWART GRIERSON, and
BARTON BURSTEIN

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[Additional party and counsel on signature page]
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UNITED STATES DISTRICT COURT

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NORTHERN DISTRICT OF CALIFORNIA

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SAN FRANCISCO DIVISION

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MIGUEL HUSSEY, Individually and on
Behalf of All Others Similarly Situated,

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Plaintiff,
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vs.
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RUCKUS WIRELESS, INC., et al.,
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Defendants.

Case No. 3:16-cv-02991-EMC
STIPULATION AND [PROPOSED]
ORDER FOR ADMINISTRATIVE
RELIEF FROM PAGE LIMITATIONS
AND PERMISSION TO FILE
CONSOLIDATED BRIEFS ON
DEFENDANTS’ FORTHCOMING
MOTIONS TO DISMISS SECOND
AMENDED COMPLAINT

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[Civ. L.R. 7-11]
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MORGAN, LEWIS &
BOCKIUS LLP
ATTORNEYS AT LAW
SAN FRANCISCO

DB2/ 31378181.1

STIP. AND PROPOSED ORDER RE MTD
BRIEFING 3:16-CV-02991-EMC

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Lead Plaintiff City of Pontiac General Employees’ Retirement System (“Lead Plaintiff”)

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and Defendants Brocade Communications Systems, Inc. (“Brocade”), Ruckus Wireless, Inc.

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(“Ruckus”), Selina Y. Lo, Seamus Hennessy, Gaurav Garg, Mohan Gyani, Georges Antoun,

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Richard Lynch, Stewart Grierson, and Barton Burstein (the “Individual Defendants” and, together

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with Ruckus and Brocade, “Defendants”), by and through their undersigned counsel, hereby

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stipulate and agree, subject to Court approval, as follows:

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WHEREAS, this is a putative securities class action, subject to the Private Securities

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Litigation Reform Act of 1995 (“PSLRA”), on behalf of former shareholders of Ruckus, in which

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Lead Plaintiff challenges numerous aspects of the disclosures and process culminating in the

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Merger by which Ruckus (previously an independent public company) became a subsidiary of

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Brocade in May 2016, and

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WHEREAS, the operative pleading is Lead Plaintiff’s Second Amended Complaint for

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Violations of §§ 14 and 20(a) of the Securities Exchange Act of 1934 and for Breach of Fiduciary

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Duties (the “SAC,” Dkt. No. 66), filed on March 27, 2017, and

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WHEREAS, the SAC asserts claims for relief against Defendants under the federal

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securities laws as well as state law claims for alleged breaches of fiduciary duties and aiding and

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abetting such breaches, and

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WHEREAS, the SAC also asserts a claim under the federal securities laws against a newly
named Defendant, Morgan Stanley & Co. LLC (“Morgan Stanley”), and
WHEREAS, by previous order of the Court (Dkt. No. 65), the motions or other responses

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of Defendants (other than Morgan Stanley) in response to the SAC shall be filed by April 27,

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2017, and

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WHEREAS, Defendants’ counsel are in communication with counsel for Morgan Stanley,

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which has not yet appeared in this action, and are seeking to arrange filing of a joint consolidated

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motion to dismiss the SAC on behalf of all Defendants and Morgan Stanley, and

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WHEREAS, Defendants believe it would be most efficient and useful to the Court for

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them to file a single consolidated motion to dismiss in response to the SAC, rather than what

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would otherwise be separate motions, and

MORGAN, LEWIS &
BOCKIUS LLP
ATTORNEYS AT LAW
SAN FRANCISCO

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DB2/ 31378181.1

STIP. AND PROPOSED ORDER RE MTD
BRIEFING 3:16-CV-02991-EMC

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WHEREAS, with leave of Court, Defendants filed a 43-page consolidated brief in support

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of their prior motion to dismiss the Amended Complaint (Dkt. No. 42) and, although the SAC

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drops some allegations from the Amended Complaint, it is longer, adds certain allegations, and

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adds a new defendant, and

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WHEREAS, Defendants intend to reassert their motion to dismiss the state law claims in

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the SAC on forum non conveniens grounds, which the Court stated at the February 16, 2017

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hearing would not need to be refiled and could be deemed still pending, and Defendants

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otherwise wish to avoid repetitive briefing on their forthcoming motion to dismiss and to avoid

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burdening the Court, and thus seek leave in their forthcoming motion to dismiss to refer back to

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their prior briefing of forum non conveniens and certain other issues that remain unchanged in the

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SAC, and

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WHEREAS, based on the foregoing, Defendants believe they could address all relevant

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issues in as concise a manner as reasonably possible, together with such issues as Morgan Stanley

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may wish to raise, within a single memorandum of points and authorities of up to 35 pages in

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length, rather than multiple separate motions that could be substantially longer, and

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WHEREAS, Defendants believe that fewer pages would be insufficient to allow a full and
fair discussion of the dispositive legal issues on the claims alleged in a single brief, and
WHEREAS, Lead Plaintiff does not object to Defendants’ requests for consolidated

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briefing and extended page limits and reference to prior briefing, provided Plaintiff is permitted

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the same number of pages for a consolidated opposition, and the parties have agreed to a

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consolidated reply as set forth below, and

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WHEREAS, the parties agree that the briefing and hearing schedule shall otherwise
remain as previously specified by the Court,
NOW, THEREFORE, IT IS HEREBY STIPULATED AND AGREED, by and between

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the undersigned counsel for all parties who have appeared in this action, subject to Court

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approval, as follows:

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1.

Defendants may file a single consolidated motion to dismiss setting forth all of

their arguments for dismissal of the Second Amended Complaint, the memorandum of points and

MORGAN, LEWIS &
BOCKIUS LLP
ATTORNEYS AT LAW
SAN FRANCISCO

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DB2/ 31378181.1

STIP. AND PROPOSED ORDER RE MTD
BRIEFING 3:16-CV-02991-EMC

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authorities of which shall not exceed 35 pages in length.
2.

Lead Plaintiff may file a single consolidated opposition to Defendants’

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consolidated motion to dismiss, the memorandum of points and authorities of which shall not

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exceed 35 pages in length.

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3.

Defendants may file a single consolidated reply brief in further support of their

consolidated motion to dismiss, which shall not exceed 20 pages in length.
4.

In briefing the motion to dismiss the Second Amended Complaint, the parties may

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refer to and incorporate prior briefing on the earlier motion to dismiss the Amended Complaint

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where appropriate to avoid repetition, provided courtesy copies of such prior briefing are

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delivered to the Court. Defendants’ motion to dismiss state law claims for forum non conveniens

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shall be deemed still pending with respect to the Second Amended Complaint and the parties need

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not repeat their arguments.

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IT IS SO STIPULATED.

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MORGAN, LEWIS &
BOCKIUS LLP
ATTORNEYS AT LAW
SAN FRANCISCO

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DB2/ 31378181.1

STIP. AND PROPOSED ORDER RE MTD
BRIEFING 3:16-CV-02991-EMC

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Dated: April 21, 2017

Respectfully submitted,

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MORGAN, LEWIS & BOCKIUS LLP

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By

/s/ Joseph E. Floren
Joseph E. Floren
Kevin M. Benedicto
Attorneys for Defendants
BROCADE COMMUNICATIONS
SYSTEMS, INC. and RUCKUS WIRELESS,
INC.

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Dated: April 21, 2017

SULLIVAN & CROMWELL LLP

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By

/s/ Laura Kabler Oswell
Laura Kabler Oswell
Attorneys for Defendants
SELINA Y. LO, SEAMUS HENNESSY,
GAURAV GARG, MOHAN GYANI,
GEORGES ANTOUN, RICHARD LYNCH,
STEWART GRIERSON, and BARTON
BURSTEIN

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Dated: April 21, 2017

ROBBINS GELLER RUDMAN & DOWD
LLP

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By

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/s/ David T. Wissbroecker
David T. Wissbroecker

655 West Broadway, Suite 1900
San Diego, CA 92101
Telephone: [phone]
619/231-7423 (fax)

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Attorneys for Lead Plaintiff
CITY OF PONTIAC GENERAL
EMPLOYEES’ RETIREMENT SYSTEM

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CERTIFICATE OF CONCURRENCE IN FILING (Civ. L.R. 5-1(i)(3))
I, Kevin M. Benedicto, am the ECF User whose identification and password are being
used to file this Stipulation and [Proposed] Order for Administrative Relief. In compliance with
Local Rule 5-1(i)(3), I hereby attest that Laura Kabler Oswell and David T. Wissbroecker have
concurred in this filing.
Dated: April 21, 2017
/s/ Kevin M. Benedicto
KEVIN M. BENEDICTO

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MORGAN, LEWIS &
BOCKIUS LLP
ATTORNEYS AT LAW
SAN FRANCISCO

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DB2/ 31378181.1

STIP. AND PROPOSED ORDER RE MTD
BRIEFING 3:16-CV-02991-EMC

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O R D E R

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PURSUANT TO STIPULATION, AND GOOD CAUSE APPEARING, THE

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COURT ORDERS:
1.

Defendants will file a single consolidated brief in support of their motion to

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dismiss the Second Amended Complaint, the memorandum of points and authorities of which

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shall not exceed 35 pages in length.

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2.

Lead Plaintiff will file a consolidated opposition to Defendants’ motion to dismiss,

the memorandum of points and authorities of which shall not exceed 35 pages in length.
3.

Defendants will file a single consolidated reply brief in further support of their

motion to dismiss, which shall not exceed 20 pages in length.
4.

The parties’ briefs may refer to and incorporate prior briefing on the earlier motion

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to dismiss the Amended Complaint where appropriate to avoid repetition. Courtesy copies of any

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such prior briefing shall be delivered to the Court. Defendants’ prior motion to dismiss state law

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claims for forum non conveniens shall be deemed still pending with respect to the Second

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Amended Complaint and the parties need not repeat their arguments.

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DERED
SO OREdward M. Chen
IT IS Hon.

United States District Judge

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Dated: April __, 2017

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MORGAN, LEWIS &
BOCKIUS LLP
ATTORNEYS AT LAW
SAN FRANCISCO

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DB2/ 31378181.1

STIP. AND PROPOSED ORDER RE MTD
BRIEFING 3:16-CV-02991-EMC