Cinotto v. Bartz et al

Filing 24

STIPULATION AND ORDER, ORDER STAYING CASE. Signed by Judge ARMSTRONG on 2/10/12. (lrc, COURT STAFF) (Filed on 2/10/2012)

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DEAN S. KRISTY (CSB No. 157646)
[e-mail]
KEVIN P. MUCK (CSB No. 120918)
[e-mail]
TAI LUI TAN (CSB No. 269735)
[e-mail]
FENWICK & WEST LLP
555 California Street, 12th Floor
San Francisco, CA 94104
Telephone: [phone]
Facsimile: [phone]
Attorneys for Defendants John T. Chambers, Randy Pond,
Gary B. Moore, Robert W. Lloyd, Frank A. Calderoni,
Larry R. Carter, Jerry Yang, Carol A. Bartz, Steven M. West,
John L. Hennessy, Roderick C. McGeary, M. Michele Burns,
Richard M. Kovacevich, Michael D. Capellas, Brian L. Halla,
Arun Sarin, and Nominal Defendant Cisco Systems, Inc.

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UNITED STATES DISTRICT COURT

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NORTHERN DISTRICT OF CALIFORNIA

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ATTORNEYS AT LAW
MOUNTAIN VIEW

F ENWICK & W EST LLP

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IN RE CISCO SYSTEMS, INC.
DERIVATIVE LITIGATION

Lead Case No. C-11-01734 SBA
STIPULATION AND ORDER
REGARDING TEMPORARY STAY OF
PROCEEDINGS

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This Document Relates To:
ALL ACTIONS.

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Plaintiffs Jean Marie Cinotto and Marilyn Poulos (“Plaintiffs”), and Defendants John T.

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Chambers, Randy Pond, Gary B. Moore, Robert W. Lloyd, Frank A. Calderoni, Larry R. Carter,

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Jerry Yang, Carol A. Bartz, Steven M. West, John L. Hennessy, Roderick C. McGeary, M.

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Michele Burns, Richard M. Kovacevich, Michael D. Capellas, Brian L. Halla, Arun Sarin, and

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Nominal Defendant Cisco Systems, Inc. (collectively, “Defendants”), by and through their

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respective counsel of record, hereby stipulate as follows:

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WHEREAS, these consolidated derivative actions were filed by Plaintiffs Jean Marie

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Cinotto and Marilyn Poulos on April 6, 2011 and April 20, 2011, respectively, and were

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consolidated by order of the Court dated June 28, 2011;
STIPULATION AND [PROPOSED] ORDER
REGARDING TEMPORARY STAY

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NO. C-11-01734 SBA

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WHEREAS, these consolidated derivative actions have been deemed “related cases” to

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putative class action lawsuits filed in this Court, the first of which is entitled Schipper v. Cisco

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Systems, Inc., et al., No. C-11-01568 SBA, filed on March 31, 2011 (the “Schipper Class

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Action”);

Schipper Class Action, the Court entered a stipulated order on June 28, 2011 providing, among

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other things, that: (i) Plaintiffs in these consolidated derivative actions will file a consolidated

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and/or amended derivative complaint within 30 days after the filing of a consolidated class action

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complaint in the Schipper Class Action; (ii) Defendants in these derivative actions shall have 45

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days from the filing of the consolidated and/or amended derivative complaint in which to respond

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to such pleading; and (iii) Defendants need not respond to any complaint in these derivative

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ATTORNEYS AT LAW
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WHEREAS, to foster judicial economy and efficiency, and facilitate coordination with the

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F ENWICK & W EST LLP

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actions in the interim;

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WHEREAS, a consolidated amended complaint was filed in the Schipper Class Action on

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December 2, 2011, and plaintiffs in this action filed a consolidated derivative complaint on

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December 30, 2011;

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WHEREAS, it is anticipated that Defendants in the Schipper Class Action will file a
motion to dismiss in that action, and that motion is scheduled to be filed in February 2012;
WHEREAS, the parties in this action have met and conferred regarding the most efficient
manner in which to litigate the derivative claims brought on Cisco's behalf;

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WHEREAS, the Plaintiffs believe their allegations have merit and are not dependent upon

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the facts alleged in or the Court’s ruling on Defendants’ anticipated motion to dismiss in the

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Schipper Class Action, but the parties agree, nevertheless, that the ruling on the motion to dismiss

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the Schipper Class Action may help inform the manner in which this action proceeds;

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WHEREAS, the parties, therefore, agree that the interests of efficient and effective case

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management would best be served by staying the above-captioned consolidated action until one

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of the following occurs: (1) the Court grants Defendants’ anticipated motion to dismiss the

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amended consolidated class action complaint in the Schipper Class Action without leave to

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amend; or (2) Defendants file an answer in the Schipper Class Action.
STIPULATION AND [PROPOSED] ORDER
REGARDING TEMPORARY STAY

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WHEREAS, after one of the events in the preceding paragraph above occurs, the parties

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to the above-captioned consolidated derivative action will meet and confer and file a stipulation

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setting forth: (i) the date by which Defendants will respond to the consolidated derivative

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complaint in this action; and (ii) assuming Defendants move to dismiss or to stay, a briefing

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schedule on such motion(s);

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WHEREAS, nothing in this stipulation will be deemed to prevent Defendants from filing

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any motion (including a motion to stay discovery and/or other proceedings) as Defendants may

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determine to be appropriate in response to any pleading in the above-captioned action;

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ATTORNEYS AT LAW
MOUNTAIN VIEW

F ENWICK & W EST LLP

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WHEREAS, nothing in this stipulation will be deemed to prevent the parties from filing
any motion to lift the stay, or entering into a stipulation to do so;
WHEREAS, in the event that the above-captioned action is dismissed this stipulation will
no longer apply; and

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WHEREAS, this stipulation shall also not apply in the event that it is superseded or

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modified by subsequent order of the Court (including, but not limited to, an order issued upon a

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motion by any party to stay discovery or other proceedings, or a motion to lift the instant stay).

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IT IS ACCORDINGLY STIPULATED, by and between the undersigned counsel for the
parties, that:
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All proceedings in the above-captioned consolidated action shall be temporarily

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stayed until one of the following occurs: (1) the Court grants Defendants’ anticipated motion to

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dismiss the amended consolidated class action complaint in the Schipper Class Action without

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leave to amend; or (2) Defendants file an answer in the Schipper Class Action.

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2.

Within 30 days after one of the events in the preceding paragraph above occurs,

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the parties hereto will meet and confer and file a stipulation setting forth: (i) the date by which

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Defendants will respond to the consolidated derivative complaint in this action; and (ii) assuming

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Defendants move to dismiss or to stay, a briefing schedule on such motion(s).

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3.

Subject to entry of an appropriate protective order and the other provisions of this

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stipulation, Defendants will provide Plaintiffs, concurrently with any production (formal or

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informal) in the Schipper Class Action: (i) copies of all documents and written responses to
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discovery requests produced to the Schipper Class Action plaintiffs in the form and manner in

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which such documents are produced to plaintiffs in the Schipper Class Action; (ii) all written

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agreements regarding the scope of discovery in the Schipper Class Action; (iii) all deposition

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transcripts; and (iv) their consent to the Plaintiffs’ attendance at any depositions conducted in the

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Schipper Class Action. This stipulation is intended to facilitate coordination and to avoid, to the

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extent practicable, duplicative discovery.

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regarding any additional discovery they may wish to conduct in this action.

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4.

The parties shall meet and confer in good faith

This stipulation shall not preclude or prevent Plaintiffs from serving discovery

requests on Defendants or third parties when the stay is not in effect, nor from moving to compel
responses to any such discovery.

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5.

In the event that the Court determines not to enter an order consistent with this

ATTORNEYS AT LAW
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F ENWICK & W EST LLP

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stipulation, Plaintiffs agree that, in view of the Defendants’ reliance on this stipulation, Plaintiffs

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shall not assert in any motion, brief, or other submission that the Defendants have failed to timely

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respond to the consolidated derivative complaint filed herein on December 30, 2011. In that

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event, the parties shall meet and confer regarding an alternative schedule for Defendants to

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respond to the consolidated derivative complaint consistent with the Court’s determination.

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6.

Nothing in this stipulation will be deemed to prevent Defendants from filing any

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motion (including a motion to stay discovery and/or other proceedings) as Defendants may

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determine to be appropriate in response to any pleading in the above-captioned action.

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7.

In the event that the above-captioned action is dismissed, this stipulation will no

longer apply.

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8.

This stipulation shall also not apply in the event that it is superseded or modified

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by subsequent order of the Court (including, but not limited to, an order issued upon a motion by

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any party to stay discovery or other proceedings, or a motion by any party to lift the instant stay).

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STIPULATION AND [PROPOSED] ORDER
REGARDING TEMPORARY STAY

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Dated: January 26, 2012

JOHNSON & WEAVER, LLP

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By:

/s/ Frank J. Johnson
Frank J. Johnson
Attorneys for Plaintiffs Jean Marie Cinotto and
Marilyn Poulos

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Dated: January 26, 2012

FENWICK & WEST LLP

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By:

/s/ Kevin P. Muck
Kevin P. Muck
Attorneys for Defendants John T. Chambers,
Randy Pond, Gary B. Moore, Robert W. Lloyd,
Frank A. Calderoni, Larry R. Carter, Jerry Yang,
Carol A. Bartz, Steven M. West, John L.
Hennessy, Roderick C. McGeary, M. Michele
Burns, Richard M. Kovacevich, Michael D.
Capellas, Brian L. Halla, and Arun Sarin,
Nominal Defendant Cisco Systems, Inc.

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ATTORNEYS AT LAW
MOUNTAIN VIEW

F ENWICK & W EST LLP

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Pursuant to General Order No. 45 Section X(B), all of the signatories concur in the filing
of this stipulation.

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STIPULATION AND [PROPOSED] ORDER
REGARDING TEMPORARY STAY

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NO. C-11-01734 SBA

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ORDER
Pursuant to the foregoing stipulation of the parties, IT IS SO ORDERED.

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Dated: 2-10-12
____________________________________
The Honorable Saundra Brown Armstrong
United States District Judge

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MOUNTAIN VIEW

F ENWICK & W EST LLP

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STIPULATION AND [PROPOSED] ORDER
REGARDING TEMPORARY STAY

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NO. C-11-01734 SBA