Dolby v. Su et al

Filing 15

ORDER GRANTING 14 STIPULATION TO STAY THE ACTION. Signed by Judge Beth Labson Freeman on 8/10/2018.(blflc2S, COURT STAFF) (Filed on 8/10/2018)

1 ROBBINS ARROYO LLP
BRIAN J. ROBBINS (#190264)
2 FELIPE J. ARROYO (#163803)
STEVEN R. WEDEKING (#235759)
3 600 B Street, Suite 1900
San Diego, CA 92101
4 Telephone: [phone]
Facsimile: [phone]
5 E-mail: [e-mail]
[e-mail]
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[e-mail]
7 Lead Counsel for Plaintiffs
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UNITED STATES DISTRICT COURT

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FOR THE NORTHERN DISTRICT OF CALIFORNIA

10 IN RE ADVANCED MICRO DEVICES,
INC., SHAREHOLDER DERIVATIVE
11 LITIGATION
12 ____________________________________
13 This Document Relates To:
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ALL ACTIONS.

Lead Case No. 5:18-cv-03575-BLF
(Consolidated with No. 5:18-cv-03811)
STIPULATION AND [PROPOSED]
ORDER TO STAY THE ACTION
Hon. Beth Labson Freeman
Courtroom 3, 5th Floor

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STIPULATION & [PROPOSED] ORDER TO STAY THE ACTION

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Plaintiffs Jacqueline Dolby and Vladimir Gusinsky Revocable Trust ("Plaintiffs"),

2 individual defendants Lisa T. Su, Devinder Kumar, John E. Caldwell, Nicholas M. Donofrio,
3 Ahmed Yahia, Nora M. Denzel, Michael J. Inglis, Joseph A. Householder, John W. Marren,
4 Abhi Y. Talwalkar, Mark Durcan, and Bruce L. Claflin (the "Individual Defendants"), and
5 nominal defendant Advanced Micro Devices, Inc. ("AMD" or the "Company," together with
6 Individual Defendants, the "Defendants") (Plaintiffs and Defendants are collectively referred to
7 herein as the "Parties"), hereby stipulate and agree as follows:
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WHEREAS, on June 14 and 26, 2018, two stockholder derivative actions were filed in

9 this Court, on behalf of AMD;
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WHEREAS, on July 6, 2018, the Parties submitted a stipulation and proposed order

11 consolidating the two related stockholder derivative actions and appointing lead counsel (Dkt.
12 No. 8);
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WHEREAS, on July 12, 2018, the Court consolidated the two stockholder derivative

14 actions (this "Derivative Action") (Dkt. No. 10);
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WHEREAS, the deadline for Plaintiffs to file a consolidated complaint in the Derivative

16 Action is August 13, 2018;
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WHEREAS, there is a related securities class action pending in the Northern District of

18 California before the Honorable Edward J. Davila, captioned Kim v. Advanced Micro Devices,
19 Inc., et al., No. 5:18-cv-00321-EJD, (the "Securities Class Action");
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WHEREAS, a briefing schedule has been ordered for anticipated motions to dismiss in

21 the Securities Class Action providing for a hearing date on the motions to dismiss of January 17,
22 2019;
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WHEREAS, while this is a derivative action asserting different claims for liability on

24 behalf of (rather than against) AMD, it involves some of the same parties as and some factual
25 overlap with the Securities Class Action;
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WHEREAS, while Plaintiffs believe that that the derivative claims are not dependent on

27 and have merit independent of the Securities Class Action and Defendants do not agree, the
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-1STIPULATION & [PROPOSED] ORDER TO STAY THE ACTION

1 Parties agree a ruling on the scheduled motions to dismiss in the Securities Class Action may
2 help inform the manner in which the Derivative Action proceeds;
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WHEREAS, counsel for the Parties have met and conferred and, given the circumstances

4 of this case, in the interests of judicial efficiency, and to preserve the Company's and the Court's
5 resources, agree that a stay of this Derivative Action on the terms set forth herein, subject to this
6 Court's approval, until a decision is rendered on the scheduled motions to dismiss in the
7 Securities Class Action, is appropriate and in the Company's best interests;
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WHEREAS, Plaintiffs shall be permitted to file a consolidated complaint

9 notwithstanding the agreed-to stay, but Defendants need not respond to any such complaint
10 during the pendency of the stay; and
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NOW, THEREFORE, the undersigned Parties hereby stipulate and agree, and

12 respectfully request that the Court enter an Order as follows:
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1.

In light of the foregoing considerations, good cause exists for a stay of this

14 Derivative Action pending a ruling on the scheduled motions to dismiss in the Securities Class
15 Action.
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2.

All proceedings and deadlines in this action are stayed until further order of the

17 Court or except as otherwise provided herein.
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3.

The Parties will file a joint status report with the Court every 120 days with an

19 update regarding the proceedings in the Securities Class Action.
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4.

Defendants' counsel shall inform Plaintiffs' counsel of the occurrence of the ruling

21 on the motions to dismiss in the Securities Class Action within seven (7) days of such
22 occurrence.
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5.

Within twenty-one (21) days after the ruling on the motions to dismiss in the

24 Securities Class Action, the Parties in this Derivative Action will meet and confer in good faith
25 to determine a schedule for further proceedings in the Derivation Action, and will submit a
26 proposed scheduling stipulation for this Court's review and approval.
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-2STIPULATION & [PROPOSED] ORDER TO STAY THE ACTION

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6.

If Defendants become aware of any other stockholder derivative proceedings

2 initiated on behalf of AMD based on the same or a similar set of facts alleged in this Derivative
3 Action, then the Company shall notify counsel for Plaintiffs promptly.
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7.

In the event that during the pendency of the stay the Company provides Company

5 documents to any other AMD stockholder in connection with another stockholder derivative
6 action on behalf of AMD based on the materially same set of facts alleged in this Derivative
7 Action, the Company agrees to offer to provide those documents to Plaintiffs pursuant to the
8 same confidentiality and use terms previously agreed to by the Company and such other
9 stockholder except for use terms that expressly conflict with Plaintiffs' desire to litigate in this
10 forum.
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8.

In the event that the Company receives a demand for the inspection of books and

12 records of AMD based on the materially same set of facts alleged in this Derivative Action, the
13 Company agrees to notify Plaintiffs within twenty-one (21) days.
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9.

In the event that during the pendency of the stay the Company provides Company

15 documents to any other AMD stockholder in connection with a demand for the inspection of
16 books and records of AMD based on the materially same set of facts alleged in this Derivative
17 Action, the Company agrees to provide those documents to Plaintiffs pursuant to the same
18 confidentiality and use terms previously agreed to by the Company and such other stockholder
19 except for use terms that expressly conflict with Plaintiffs' desire to litigate in this forum.
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10.

At any time during which the Derivative Action is stayed pursuant to this Order,

21 any party may file a motion with the Court seeking to modify the terms of the Order or lift the
22 stay, which may be opposed by any other party.
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August 10, 2018

Respectfully submitted,
ROBBINS ARROYO LLP
BRIAN J. ROBBINS
FELIPE J. ARROYO
STEVEN R. WEDEKING

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/s/ Steven R. Wedeking
STEVEN R. WEDEKING

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STIPULATION & [PROPOSED] ORDER TO STAY THE ACTION

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

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Lead Counsel for Plaintiffs

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August 10, 2018

O'MELVENY & MYERS LLP
MATTHEW W. CLOSE

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/s/ Matthew W. Close
MATTHEW W. CLOSE

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400 South Hope Street, 18th Floor
Los Angeles, CA 90071
Telephone: [phone]
E-mail: [e-mail]

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Counsel for Defendants

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SIGNATURE ATTESTATION

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I, Steven R. Wedeking, am the ECF user whose identification and password are being used

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to file the foregoing Stipulation and [Proposed] Order to Stay the Action. In compliance with
Civil L.R. 5-1(i)(3), I hereby attest that concurrence in the filing of this document has been
obtained.

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Dated: August 10, 2018

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/s/ Steven R. Wedeking
STEVEN R. WEDEKING
****

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ORDER

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PURSUANT TO STIPULATION, IT IS SO ORDERED.

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26 DATED: _______________________
August 10, 2018
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______________________________________
HON. BETH LABSON FREEMAN
UNITED STATES DISTRICT COURT

1282323

-4STIPULATION & [PROPOSED] ORDER TO STAY THE ACTION