Silverman v. Schulman et al

Filing 22

STIPULATION AND ORDER Consolidating Related Derivative Actions and Appointing Co-Lead Counsel for Plaintiffs (14 in 3:17-cv-02428-RS), (18 in 3:17-cv-00162-RS),(14 in 3:17-cv-02206-RS), (14 in 3:17-cv-02446-RS). Signed by Judge Richard Seeborg on 6/30/17. (cl, COURT STAFF) (Filed on 6/30/2017)

ROBBINS ARROYO LLP
1 BRIAN J. ROBBINS (190264)
FELIPE J. ARROYO (163803)
2 SHANE P. SANDERS (237146)
SCOTT F. TEMPLETON (246872)
3 600 B Street, Suite 1900
San Diego, CA 92101
4 Telephone: [phone]
Facsimile: [phone]
5 E-mail: brobbins@ robbinsarroyo.com
farroyo@ robbinsarroyo.com
6
[e-mail]
[e-mail]
7
Attorneys for Plaintiffs Steve Sims and Edith Liss
8
UNITED STATES DISTRICT COURT
9
NORTHERN DISTRICT OF CALIFORNIA
10
SAN FRANCISCO DIVISION
11
STEPHEN SILVERMAN, derivatively on
) Case No. 5:17-cv-00162-RS
12 behalf of PAYPAL HOLDINGS, INC.,
)
)
13
) STIPULATION AND [PROPOSED]
Plaintiff,
) ORDER CONSOLIDATING RELATED
14
) DERIVATIVE ACTIONS AND
v.
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) APPOINTING CO-LEAD COUNSEL FOR
DANIEL SCHULMAN, JOHN D. RAINEY, ) PLAINTIFFS
16
PATRICK L.A. DUPUIS, WENCES
)
CASARES, JONATHAN CHRISTODORO, )
17
JOHN J. DONAHOE, DAVID W. DORMAN, )
)
18 GAIL J. MCGOVERN, DAVID M.
MOFFETT, PIERRE M. OMIDYAR and
)
19 FRANK D. YEARY,
)
)
20
)
Defendants,
)
21
)
-and22
)
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PAYPAL HOLDINGS, INC.,
23
)
) Date Action Filed: January 12, 2017
Nominal Defendant.
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)
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[Caption continued on next page.]
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STIPULATION & [PROPOSED] ORDER CONSOLIDATING RELATED DERIVATIVE ACTIONS
AND APPOINTING CO-LEAD COUNSEL FOR PLAINTIFFS
Lead Case No. 5:17-cv-00162-RS

STEVE SEEMAN, derivatively on behalf of
1 PAYPAL HOLDINGS, INC.,
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)
)
)
Plaintiff,
)
)
v.
)
)
DANIEL SCHULMAN, JOHN D. RAINEY, )
PATRICK L.A. DUPUIS, WENCES
)
CASARES, JONATHAN CHRISTODORO, )
JOHN J. DONAHOE, DAVID W. DORMAN, )
GAIL J. MCGOVERN, DAVID M.
)
MOFFETT, PIERRE M. OMIDYAR, and
)
FRANK D. YEARY,
)
)
Defendants,
)
)
)
-and)
)
PAYPAL HOLDINGS, INC.,
)
)
Nominal Defendant.
)

Case No. 3:17-cv-02206-RS

Date Action Filed: April 20, 2017

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-1STIPULATION & [PROPOSED] ORDER CONSOLIDATING RELATED DERIVATIVE ACTIONS
AND APPOINTING CO-LEAD COUNSEL FOR PLAINTIFFS
Lead Case No. 5:17-cv-00162-RS

1 STEVE SIMS, Derivatively on Behalf of
2 PAYPAL HOLDINGS, INC.
Plaintiff,

3
4

v.

5

DANIEL SCHULMAN, JOHN RAINEY,
6 JOHN DONAHOE, DAVID MOFFETT,
PIERRE OMIDYAR, GAIL MCGOVERN,
7 FRANK YEARY, DAVID DORMAN,
JONATHAN CHRISTODORO, WENCES
8 CASARES, and PATRICK DUPUIS,
9
10

Defendants,
-and-

11
PAYPAL HOLDINGS, INC., a Delaware
12 corporation,
13

Nominal Defendant.

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Case No. 3:17-cv-02428-LHK

Date Action Filed: April 27, 2017

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-2STIPULATION & [PROPOSED] ORDER CONSOLIDATING RELATED DERIVATIVE ACTIONS
AND APPOINTING CO-LEAD COUNSEL FOR PLAINTIFFS
Lead Case No. 5:17-cv-00162-RS

EDITH LISS, Derivatively on Behalf of
1 PAYPAL HOLDINGS, INC.
2

Plaintiff,

3
v.
4
DANIEL SCHULMAN, JOHN RAINEY,
JOHN DONAHOE, DAVID MOFFETT,
6 PIERRE OMIDYAR, GAIL MCGOVERN,
FRANK YEARY, DAVID DORMAN,
7 JONATHAN CHRISTODORO, WENCES
CASARES, and PATRICK DUPUIS,
8
Defendants,
9
5

10

-and-

11 PAYPAL HOLDINGS, INC., a Delaware
corporation,
12
Nominal Defendant.
13

)
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Case No. 5:17-cv-02446-EJD

Date Action Filed: April 28, 2017

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-3STIPULATION & [PROPOSED] ORDER CONSOLIDATING RELATED DERIVATIVE ACTIONS
AND APPOINTING CO-LEAD COUNSEL FOR PLAINTIFFS
Lead Case No. 5:17-cv-00162-RS

1

WHEREAS, there are presently four related stockholder derivative actions currently

2 pending in this District against the Individual Defendants,1 who are certain current and former
3 directors and officers of nominal defendant PayPal Holdings, Inc. ("PayPal") (PayPal, together
4 with the Individual Defendants, is collectively referred to herein as "Defendants"): Silverman v.
5 Schulman, et al., Case No. 5:17-cv-00162-RS; Seeman v. Schulman, et al., Case No. 3:17-cv6 02206-RS; Sims v. Schulman, et al., Case No. 3:17-cv-02428-LHK; and Liss v. Schulman, et al.,
7 Case No. 5:17-cv-02446-EJD (together, the "Related Derivative Actions");
8

WHEREAS, under Fed. R. Civ. P. 42(a), when actions involve "a common question of

9 law or fact," the Court may "(1) join for hearing or trial any or all matters at issue in the actions;
10 (2) consolidate the actions; or (3) issue any other orders to avoid unnecessary cost or delay";
WHEREAS, the Related Derivative Actions challenge similar alleged conduct by

11

12 PayPal's directors and executive officers and involve common questions of law and fact;
WHEREAS, the parties therefore respectfully submit that consolidation of the Related

13

14 Derivative Actions is appropriate;
WHEREAS, to avoid potentially duplicative actions and to prevent any waste of the

15

16 Court's resources, the parties agree that the Related Derivative Actions should be related and
17 consolidated for all purposes, including pre-trial proceedings and trial, into a single consolidated
18 action (hereinafter referred to as the "Consolidated Derivative Action");
19

WHEREAS, the parties agree that Robbins Arroyo LLP and Profy Promisloff &

20 Ciarlanto, P.C. shall be designated as Co-Lead Counsel for plaintiffs in the Consolidated
21 Derivative Action;
22

WHEREAS, a factually-related class action alleging violations of the federal securities

23 laws against PayPal and certain PayPal officers was commenced in this District on December 28,
24
25

1

The "Individual Defendants" include Daniel H. Schulman, John D. Rainey, John J. Donahoe,
David M. Moffett, Pierre M. Omidyar, Gail J. McGovern, Frank D. Yeary, David W. Dorman,
26 Jonathan Christodoro, Wences Casares, and Patrick L.A. Dupuis.
27
28

-4STIPULATION & [PROPOSED] ORDER CONSOLIDATING RELATED DERIVATIVE ACTIONS
AND APPOINTING CO-LEAD COUNSEL FOR PLAINTIFFS
Lead Case No. 5:17-cv-00162-RS

1 2016: In re PayPal Holdings, Inc. Securities Litigation, Master File No. 3:16-cv-07371-RS (the
2 "Securities Class Action");
3

WHEREAS, on June 1, 2017, the lead plaintiff in the Securities Class Action filed a

4 Notice of Voluntary Dismissal without Prejudice, and the case was closed the same day;
5

WHEREAS, the parties have met and conferred and agree that Plaintiffs shall have thirty

6 (30) days from entry of an order on this stipulation to file a consolidated complaint;
7

WHEREAS, in the event Plaintiffs do not file a consolidated complaint within thirty (30)

8 days from entry of an order on this stipulation, Plaintiffs shall dismiss the action without
9 prejudice within seven (7) days of the date the consolidated complaint would have been due; and
10

WHEREFORE, the parties, through their undersigned counsel, hereby agree, stipulate,

11 and respectfully request that the Court enter an Order as follows:
12

1.

Defendants hereby acknowledge service of the summonses and complaints in the

13 Related Derivative Actions. Aside from defenses and objections related to the absence of a
14 summons or of service, Defendants expressly reserve all defenses and objections to the
15 complaints filed in the Related Derivative Actions and any complaints filed in the Consolidated
16 Derivative Action, including but not limited to defenses based on lack of personal jurisdiction
17 and improper venue.
18

2.

Defendants need not answer, move or otherwise respond to any of the complaints

19 currently filed in the Related Derivative Actions.
20

3.

The following actions shall be consolidated for all purposes, including pre-trial

21 proceedings and trial, into one consolidated action:
22

Case Name

Case No.

Filing Date

23

Silverman v. Schulman, et al.

5:17-cv-00162-RS

January 12, 2017

24

Seeman v. Schulman, et al.

3:17-cv-02206-RS

April 20, 2017

25

Sims v. Schulman, et al.

3:17-cv-02428-LHK

April 27, 2017

26

Liss v. Schulman, et al.

5:17-cv-02446-EJD

April 28, 2017

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-5STIPULATION & [PROPOSED] ORDER CONSOLIDATING RELATED DERIVATIVE ACTIONS
AND APPOINTING CO-LEAD COUNSEL FOR PLAINTIFFS
Lead Case No. 5:17-cv-00162-RS

1

4.

Every pleading filed in the Consolidated Derivative Action, or in any separate

2 action included herein, must bear the following caption:
3

UNITED STATES DISTRICT COURT

4

FOR THE NORTHERN DISTRICT OF CALIFORNIA

5

7

IN RE PAYPAL HOLDINGS, INC.
Lead Case No. 5:17-cv-00162-RS
SHAREHOLDER DERIVATIVE
LITIGATION
(Consolidated with No. 3:17-cv-02206-RS;
___________________________________ 3:17-cv-02428-LHK; and 5:17-cv-02446-EJD)

8

This Document Relates To:

6

9

Hon. Richard Seeborg
Courtroom: 3, 17th Floor

ALL ACTIONS.

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11
12
13
14

5.

The files of the Consolidated Derivative Action will be maintained in one master

file under Lead Case No. 5:17-cv-00162-RS.
6.

Co-Lead Counsel for plaintiffs for the conduct of In re PayPal Holdings, Inc.

Shareholder Derivative Litigation, Lead Case No. 5:17-cv-00162-RS, is designated as follows:

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ROBBINS ARROYO LLP
BRIAN J. ROBBINS
FELIPE J. ARROYO
SHANE P. SANDERS
SCOTT F. TEMPLETON
600 B Street, Suite 1900
San Diego, CA 92101
Telephone: [phone]
Facsimile: [phone]
[e-mail]
[e-mail]
[e-mail]
[e-mail]

23
24

-and-

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-6STIPULATION & [PROPOSED] ORDER CONSOLIDATING RELATED DERIVATIVE ACTIONS
AND APPOINTING CO-LEAD COUNSEL FOR PLAINTIFFS
Lead Case No. 5:17-cv-00162-RS

1

PROFY PROMISLOFF & CIARLANTO, P.C.
JEFFREY J. CIARLANTO
JOSEPH M. PROFY
DAVID M. PROMISLOFF
100 N. 22nd Street, Unit 105
Philadelphia, PA 19103
Telephone: [phone]
Facsimile: [phone]
[e-mail]
[e-mail]
[e-mail]

2
3
4
5
6
7
8

7.

Plaintiffs' Co-Lead Counsel will be responsible for coordinating all activities and

9 appearances on behalf of plaintiffs and for the dissemination of notices and orders of this Court.
10 The parties further agree that no motion, request for discovery, or other pre-trial or trial
11 proceedings will be initiated or filed by any plaintiffs except through plaintiffs' Co-Lead
12 Counsel.
13

8.

Defendants' counsel may rely upon all agreements made with any of plaintiffs'

14 Co-Lead Counsel, or other duly authorized representative of plaintiffs' Co-Lead Counsel, and
15 such agreements will be binding on plaintiffs.
16

9.

This Order shall apply to each purported derivative action arising out of the same

17 or substantially the same transactions or events as the Related Derivative Actions that is
18 subsequently filed in, removed to, or transferred to this Court.
19

10.

If a case that properly belongs as part of In re PayPal Holdings, Inc. Shareholder

20 Derivative Litigation, Lead Case No. 5:17-cv-00162-RS, is hereafter filed in this Court or
21 transferred here from another court, plaintiffs' Co-Lead Counsel shall promptly call to the
22 attention of the Clerk of the Court the filing or transfer of any case that might properly be
23 consolidated as part of In re PayPal Holdings, Inc. Shareholder Derivative Litigation, Lead Case
24 No. 5:17-cv-00162-RS.
25

11.

In the interest of efficiency and avoidance of unnecessary duplication of effort or

26 judicial resources by the Court or the parties, it is further Ordered that (i) within thirty (30) days
27 of the entry of an order consolidating the Related Derivative Actions, plaintiffs shall file a
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-7STIPULATION & [PROPOSED] ORDER CONSOLIDATING RELATED DERIVATIVE ACTIONS
AND APPOINTING CO-LEAD COUNSEL FOR PLAINTIFFS
Lead Case No. 5:17-cv-00162-RS

1 consolidated complaint; (ii) if plaintiffs decide to file a consolidated complaint, the parties shall
2 meet and confer within seven (7) days of that filing and propose a schedule with the Court
3 regarding further proceedings in the Consolidated Derivative Action, including the filing of
4 Defendants' anticipated motions to dismiss; and (iii) in the event Plaintiffs do not file a
5 consolidated complaint within thirty (30) days from entry of an order on this stipulation,
6 Plaintiffs shall dismiss the action without prejudice within seven (7) days of the date the
7 consolidated complaint would have been due.
8

12.

All initial case management conferences currently scheduled, attendant

9 deadlines, and related ADR procedures shall be deferred until the Court issues a ruling on
10 Defendants' anticipated motions to dismiss.
11

13.

Pursuant to Fed. R. Civ. P. 5(b)(2)(E), all parties consent to service by e-mail of

12 any document required to be served in the Consolidated Derivative Action.
13

IT IS SO STIPULATED.

14 Dated: June 29, 2017
15
16

ROBBINS ARROYO LLP
BRIAN J. ROBBINS
FELIPE J. ARROYO
SHANE P. SANDERS
SCOTT F. TEMPLETON

17
/s/ Shane P. Sanders
SHANE P. SANDERS

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600 B Street, Suite 1900
San Diego, CA 92101
Telephone: [phone]
Facsimile: [phone]
E-mail: [e-mail]
[e-mail]
[e-mail]
[e-mail]

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Counsel for Plaintiffs Steve Sims and Edith Liss
and [Proposed] Co-Lead Counsel for Plaintiffs

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-8STIPULATION & [PROPOSED] ORDER CONSOLIDATING RELATED DERIVATIVE ACTIONS
AND APPOINTING CO-LEAD COUNSEL FOR PLAINTIFFS
Lead Case No. 5:17-cv-00162-RS

1

Dated: June 29, 2017

2

PROFY PROMISLOFF & CIARLANTO, P.C.
JEFFREY J. CIARLANTO
JOSEPH M. PROFY
DAVID M. PROMISLOFF

3
/s/ Jeffrey J. Ciarlanto
JEFFREY J. CIARLANTO

4
5

100 N. 22nd Street, Unit 105
Philadelphia, PA 19103
Telephone: [phone]
Facsimile: [phone]
E-mail: [e-mail]
[e-mail]
[e-mail]

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Counsel for Plaintiff Stephen Silverman and
[Proposed] Co-Lead Counsel for Plaintiffs

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Dated: June 29, 2017

BRODSKY & SMITH, LLC
EVAN J. SMITH

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/s/ Evan J. Smith
EVAN J. SMITH

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9595 Wilshire Blvd.
Beverly Hills, CA 90212
Telephone: [phone]
Facsimile: [phone]
E-mail: [e-mail]

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LAW OFFICE OF ALFRED G. YATES, JR.,
P.C.
ALFRED G. YATES, JR.
GERALD L. RUTLEDGE
519 Allegheny Building
429 Forbes Avenue
Pittsburgh, PA 15219
Telephone: [phone]
Facsimile: [phone]
E-mail: [e-mail]
Counsel for Plaintiff Stephen Silverman

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-9STIPULATION & [PROPOSED] ORDER CONSOLIDATING RELATED DERIVATIVE ACTIONS
AND APPOINTING CO-LEAD COUNSEL FOR PLAINTIFFS
Lead Case No. 5:17-cv-00162-RS

1

Dated: June 29, 2017

THE BROWN LAW FIRM, P.C.
TIMOTHY W. BROWN

2

/s/ Timothy W. Brown
TIMOTHY W. BROWN

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240 Townsend Square
Oyster Bay, NY 11771
Telephone: [phone]
Facsimile: [phone]
E-mail: [e-mail]

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Of Counsel for Plaintiff Steve Seeman

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Dated: June 29, 2017

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ORRICK, HERRINGTON & SUTCLIFFE LLP
JAMES NEIL KRAMER
ALEXANDER K. TALARIDES
SUZETTE PRINGLE

11
/s/ Alexander K. Talarides
ALEXANDER K. TALARIDES

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The Orrick Building
405 Howard Street
San Francisco, CA 94105
Telephone: [phone]
Facsimile: [phone]
E-mail: [e-mail]
[e-mail]
[e-mail]

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Counsel for individual defendants Daniel H.
Schulman, John D. Rainey, John J. Donahoe,
David M. Moffett, Pierre M. Omidyar, Gail J.
McGovern, Frank D. Yeary, David W. Dorman,
Jonathan Christodoro, Wences Casares, and
Patrick L.A. Dupuis and nominal defendant PayPal
Holdings, Inc.

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1187533

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- 10 STIPULATION & [PROPOSED] ORDER CONSOLIDATING RELATED DERIVATIVE ACTIONS
AND APPOINTING CO-LEAD COUNSEL FOR PLAINTIFFS
Lead Case No. 5:17-cv-00162-RS

SIGNATURE ATTESTATION

1
2

I, Shane P. Sanders, am the ECF user whose identification and password are being used to

3 file the foregoing Stipulation and [Proposed] Order Consolidating Related Derivative Actions
4 and Appointing Co-Lead Counsel for Plaintiffs. In compliance with Civil L.R. 5-1(i)(3), I
5 hereby attest that concurrence in the filing of this document has been obtained.
6
7

Dated: June 29, 2017

/s/ Shane P. Sanders
SHANE P. SANDERS

8
9
****
10
11
ORDER
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13
PURSUANT TO STIPULATION, IT IS SO ORDERED.
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DATED: _______________________
6/30/17

______________________________________
HON. RICHARD SEEBORG
UNITED STATES DISTRICT COURT

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- 11 STIPULATION & [PROPOSED] ORDER CONSOLIDATING RELATED DERIVATIVE ACTIONS
AND APPOINTING CO-LEAD COUNSEL FOR PLAINTIFFS
Lead Case No. 5:17-cv-00162-RS