Baird v. BlackRock Institutional Trust Company, N.A. et al

Filing 237

ORDER by Judge Haywood S. Gilliam, Jr. Granting 236 Stipulation to Modify the Case Schedule: Close of Fact Discovery due by 2/19/2019; Opening Reports due by 3/15/2019; Rebuttal Reports due by 4/16/2019; Close of Expert Discovery due by 4/30/2019; Motions due by 5/21/2019; Responses due by 6/20/2019; Replies due by 7/11/2019; Motion Hearing set for 8/1/2019 02:00 PM in Oakland, Courtroom 2, 4th Floor before Judge Haywood S. Gilliam Jr. (ndrS, COURT STAFF) (Filed on 1/31/2019)

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MORGAN, LEWIS & BOCKIUS LLP
Spencer H. Wan (CA Bar No. 304329)
[e-mail]
One Market, Spear Street Tower
San Francisco, CA 94105
Tel: [phone]; Fax: [phone]
Brian T. Ortelere (pro hac vice)
[e-mail]
1701 Market Street
Philadelphia, PA 19103-2921
Tel: [phone]; Fax: [phone]
Matthew A. Russell (pro hac vice)
[e-mail]
77 West Wacker Drive
Chicago, IL 60601
Tel: [phone]; Fax: [phone]

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UNITED STATES DISTRICT COURT

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NORTHERN DISTRICT OF CALIFORNIA

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OAKLAND DIVISION

14 Charles Baird et al.,
Plaintiffs,

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Case No: 4:17-cv-01892-HSG
STIPULATION AND ORDER TO MODIFY
THE CASE SCHEDULE

v.
BlackRock Institutional Trust Company,
N.A., et al.,
Defendants.

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Pursuant to Northern District of California Local Rule 6-2, Plaintiffs Charles Baird and

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Lauren Slayton (collectively, “Plaintiffs”), Defendant Mercer Investment Consulting (“Mercer”),

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and Defendants BlackRock Institutional Trust Company, N.A., Blackrock, Inc., the BlackRock, Inc.

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Retirement Committee, the Investment Committee of the Retirement Committee, the Administrative

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Committee of the Retirement Committee, the Management Development & Compensation

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Committee, Anne Ackerley, Catherine Bolz, Chip Castille, Marc Comerchero, Paige Dickow, Daniel

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A. Dunay, Any Engel, Nancy Everett, Joseph Feliciani, Jr., Michael Fredericks, Corin Frost, Daniel

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Case No: 4:17-cv-01892-HSG: Stipulation to Modify Case Schedule

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Gamba, Kevin Holt, Chris Jones, Milan Lint, Philippe Matsumoto, Katherine Nedl, John Perlowski,

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Ann Marie Petach, Andy Phillips, Kurt Schansinger, Tom Skrobe, Jeffrey A. Smith, Joel Davies,

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John Davis, and Laraine McKinnon (“collectively, “BlackRock”), by and through respective

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counsel, hereby stipulate and agree as follows:

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The Current Case Schedule

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WHEREAS, on June 18, 2018, the Court entered a stipulated order modifying the case

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schedule by setting, among other dates, the close of fact discovery on September 21, 2018; the close

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of expert discovery on class certification issues on December 21, 2018; and the completion of

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briefing on the plaintiffs’ motion for class certification on March 14, 2019, ECF No. 122;

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WHEREAS, on August 27, 2018, with leave of Court, Plaintiffs filed a Second Amended
Class Action Complaint, naming additional defendants, including Mercer, ECF No. 154;

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WHEREAS, on September 17, 2018, Plaintiffs, Mercer, and BlackRock (collectively, the

13 “Parties”) filed a stipulation seeking to modify the case schedule, ECF No. 161;
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WHEREAS, after holding a telephonic conference on September 25, 2018, the Court granted

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in part the Parties’ proposed modifications to the case schedule, setting, among other dates, the close

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of fact discovery on December 21, 2018; the close of expert discovery on class certification issues

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on February 28, 2019; and the completion of briefing on Plaintiffs’ class certification motion on May

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14, 2019, ECF No. 173;

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WHEREAS, on December 10, 2018, the Court granted the Parties’ Stipulation to Modify the

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Case Schedule, setting, among other dates, the close of fact discovery on February 4, 2019; the close

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of expert discovery on class certification issues on April 16, 2019; the completion of briefing on

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Plaintiffs’ class certification motion on June 28, 2019; and the hearing on Plaintiffs’ class

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certification motion on July 25, 2019, ECF No. 204;

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WHEREAS, Plaintiffs and the BlackRock Defendants continue to meet and confer about
certain outstanding discovery disputes, Russell Decl. ¶ 31;

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WHEREAS, Plaintiffs and Mercer had not engaged in any substantive discovery at the time
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A declaration from Matthew A. Russell setting forth the reasons for the Parties’ request is attached
hereto as Exhibit A.
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Case No: 4:17-cv-01892-HSG: Stipulation to Modify Case Schedule

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Mercer was added as a party in late August 2018, but have since worked diligently in their respective

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discovery efforts, id. ¶ 4;

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WHEREAS, Plaintiffs and Mercer met-and-conferred multiple times before reaching final

4 agreement on an ESI protocol to govern Mercer’s production of documents and other electronically
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stored data, which this Court entered on December 19, 2018 (ECF No. 208), id. ¶ 5;
WHEREAS, Plaintiffs have issued, and Mercer has responded to, 11 requests for the
production of documents; 16 interrogatories; and 41 requests for admission, id.;
WHEREAS, Mercer also has collected a significant amount of data and documents from

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several Mercer custodians; has reviewed those materials to respond to Plaintiffs’ document requests;

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has already made two productions totaling almost 60,000 pages of documents; and will be making at

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least one further production of documents in the near future, id. ¶ 6;

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WHEREAS, Plaintiffs and Mercer have held several additional meet-and-confers concerning

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the parameters of Mercer’s production, such as search terms, custodians, and the applicable date

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ranges, as well as the scope of Plaintiffs’ document requests, and Plaintiffs and Mercer have been

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negotiating in good faith and believe they are nearing final compromises with respect to all

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outstanding issues between them that, with additional time, they will be able to complete while

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avoiding impasse that would otherwise require motion practice before the Court, id. ¶ 7;

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WHEREAS, counsel for Mercer recently experienced a death in the family, delaying both

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(i) a deposition that had been previously scheduled for January 29, 2019, and (ii) Mercer’s and

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Plaintiffs’ discussion and resolution of certain outstanding discovery matters, id. ¶ 8;

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WHEREAS, for various reasons, Plaintiffs agreed to delay the deposition dates for two

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Mercer witnesses (one Rule 30(b)(6) representative deposition, and one Rule 30(b)(1) individual

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deposition) until February 14 and February 21, 2019, respectively, id. ¶ 9;

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WHEREAS, on January 22, 2019, Plaintiffs sought to meet and confer concerning Mercer’s

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objections and responses to certain of Plaintiffs’ Requests for Admission and Interrogatories, and

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although Mercer has agreed to review its written objections and responses in light of Plaintiffs’

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concerns and engage in additional meet-and-confers as appropriate, absent the modest two-week

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Case No: 4:17-cv-01892-HSG: Stipulation to Modify Case Schedule

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extension proposed by this Stipulation, Plaintiffs may be compelled to engage in motion practice

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before this Court to preserve their positions, when such disputes could be avoided if the Parties had

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additional time to resolve them, id. ¶ 10;

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WHEREAS, Mercer and Plaintiffs believe the parties and the Court would benefit from

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(1) avoiding potentially unnecessary discovery disputes before this Court, when they believe in good

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faith that they may resolve these issues if given the benefit of more time, and/or (2) allowing the

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depositions of Mercer witnesses to occur after documents are fully produced to avoid the risk that

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Mercer would be forced to present those witnesses for a second day of deposition; and

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WHEREAS, the Parties propose a modest extension of the existing case schedule by

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approximately fourteen days, including modifications outlined below such that the Court need not

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reschedule the existing July 25, 2019 hearing date on Plaintiffs’ class certification motion, meaning

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the overall case schedule will not be enlarged by the proposed case schedule, id. ¶ 11.

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IT IS HEREBY STIPULATED AND AGREED, subject to the approval of the Court that:

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The Parties agree there is good cause for a modest extension of the existing case

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schedule—aside from the hearing date for Plaintiffs’ class certification motion—by approximately

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fourteen (14) days, to allow all Parties sufficient time to complete fact discovery and proceed with

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expert discovery related to class certification. Russell Decl. ¶ 11.

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2.

The Parties further agree that, should the Court grant an extension on the case

schedule, they will not issue any further written discovery requests on one another.
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Plaintiffs will not seek to depose any current or former Blackrock or Mercer

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employee, other than those depositions the Parties have already noticed and/or scheduled, prior to

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the class certification hearing. No party will seek to depose any members of either putative class

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prior to the class certification hearing.

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The Parties therefore stipulate and agree on the following case schedule:

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Case No: 4:17-cv-01892-HSG: Stipulation to Modify Case Schedule

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Event

Existing Deadline

Stipulated Deadline

Close of Fact Discovery

February 4, 2019

February 19, 2019

Opening expert reports on class cert. issues

February 28, 2019

March 15, 2019

Rebuttal expert reports on class cert. issues

April 1, 2019

April 16, 2019

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Close of expert discovery on class cert. issues

April 16, 2019

April 30, 2019

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Motion for class certification

May 13, 2019

May 21, 2019

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Opposition to class certification motion

June 10, 2019

June 20, 2019

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Reply in support of class certification motion

June 28, 2019

July 11, 2019

Class Certification Hearing

July 25, 2019 at 2 p.m.

July 25, 2019 at 2 p.m.

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Dated: January 31, 2019
COHEN MILSTEIN SELLERS & TOLL,
PLLC

O’MELVENY & MYERS LLP

/s/ Michelle C. Yau
Michelle C. Yau

_/s/ Michael J. McCarthy
Michael J. McCarthy

Michelle C. Yau (admitted Pro Hac Vice)
Mary J. Bortscheller (admitted Pro Hac Vice)
Daniel R. Sutter (admitted Pro Hac Vice)
1100 New York Avenue, N.W.
Suite 500, West Tower
Washington, D.C. 20005
Tel: [phone]
Fax: [phone]
[e-mail]
[e-mail]
[e-mail]

Meaghan VerGow (admitted Pro Hac Vice)
Brian Boyle (Cal. Bar No. 126576)
Michael J. McCarthy (admitted Pro Hac Vice)
1625 Eye Street, N.W.
Washington, D.C. 20006
Tel: [phone]
Fax: [phone]
[e-mail]
[e-mail]
[e-mail]

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FEINBERG, JACKSON, WORTHMAN
& WASOW, LLP
Nina Wasow (Cal. Bar No. 242047)
Todd Jackson (Cal. Bar No. 202598)
2030 Addison Street, Suite 500
Berkeley, CA 94704
Tel: [phone]
Fax: [phone]
[e-mail]
[e-mail]

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Randall W. Edwards (Cal. Bar No. 179053)
Adam M. Kaplan (Cal. Bar No. 298077)
Two Embarcadero Center, 28th Floor
San Francisco, CA 94111-3823
Tel: [phone]
Fax: [phone]
[e-mail]
[e-mail]

Attorneys for Plaintiffs

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Attorneys for the Blackrock Defendants

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Case No: 4:17-cv-01892-HSG: Stipulation to Modify Case Schedule

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/s/ Matthew A. Russell
Matthew A. Russell

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MORGAN, LEWIS, & BOCKIUS
Spencer H. Wan (CA Bar No. 304329)
One Market, Spear Street Tower
San Francisco, CA 94105
Tel: [phone]; Fax: [phone]
[e-mail]

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Brian T. Ortelere (pro hac vice)
1701 Market Street
Philadelphia, PA 19103-2921
Tel: [phone]; Fax: [phone]
[e-mail]

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Matthew A. Russell (pro hac vice)
77 West Wacker Drive
Chicago, IL 60601
Tel: [phone]; Fax: [phone]
[e-mail]

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Attorneys for Mercer Investment Consulting

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ATTESTATION
I attest that for all conformed signatures indicated by an “/s/,” the signatory has concurred in
the filing of this document.
Dated: January 31, 2019

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By:

/s/ Matthew A. Russell
Matthew A. Russell

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ORDER

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PURSUANT TO THE STIPULATION, IT IS SO ORDERED: the above Stipulation and

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Proposed Order to Modify the Case Schedule is approved except that the Class Certification Hearing

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will be held on August 1, 2019 at 2:00 p.m. all parties shall comply with its provisions.

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Dated: January 31, 2019
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____________________________
Haywood S. Gilliam, Jr.
U.S. District Court for the
Northern District of California

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Case No: 4:17-cv-01892-HSG: Stipulation to Modify Case Schedule

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