Fallness v. CSRA Inc. et al

Filing 4

ORDER Granting 3 Stipulation of Dismissal. Signed by Chief Judge Gloria M. Navarro on 5/2/2018. (Copies have been distributed pursuant to the NEF - MR)

IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF NEVADA
RONALD FALLNESS, Individually and On
Behalf of All Others Similarly Situated,
Plaintiff,
v.
CSRA INC., LARRY PRIOR, NANCY
KILLEFER, KEITH B. ALEXANDER,
SANJU K. BANSAL, MICHÈLE A.
FLOURNOY, MARK A. FRANTZ, SEAN
O’KEEFE, MICHAEL E. VENTLING,
BILLIE I. WILLIAMSON, CRAIG
MARTIN, JOHN F. YOUNG, GENERAL
DYNAMICS CORPORATION, and RED
HAWK ENTERPRISES CORP.,
Defendants.

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Case No. 2:18-cv-00440

STIPULATION OF DISMISSAL AND [PROPOSED] ORDER
WHEREAS, Plaintiff filed the above-captioned action (the “Action”) challenging the
public disclosures made in connection with the proposed acquisition of CSRA Inc. (“CSRA”) by
General Dynamics Corporation (“Parent”) and its wholly-owned subsidiary, Red Hawk
Enterprises Corp. (“Merger Sub,” and together with Parent, “General Dynamics”) pursuant to a
definitive agreement and plan of merger filed with the United States Securities and Exchange
Commission (“SEC”) on or around February 12, 2018 (the “Transaction”);
WHEREAS, the Action asserted claims for violations of sections 14(d)(4), 14(e), and 20(a)
of the Securities Exchange Act of 1934 by Defendants alleged to have been made in the 14D-9
Recommendation Statement (the “Recommendation Statement”) filed with the SEC on or around
March 5, 2018;

WHEREAS, on March 27, 2018, CSRA filed an amendment to the Recommendation
Statement that addressed and mooted claims regarding the sufficiency of the disclosures in the
Recommendation Statement (the “Supplemental Disclosures”);
WHEREAS, Defendants have denied and continue to deny any wrongdoing and contend
that no claim asserted in the Action was ever meritorious;
WHEREAS, Plaintiff’s counsel assert that the prosecution of the Action caused the
Defendants to disseminate the Supplemental Disclosures and that Plaintiff’s counsel have the right
to seek and recover attorneys’ fees and expenses in connection with a claimed common benefit
provided to CSRA’s stockholders as a result of the filing of the Supplemental Disclosures, and it
is the current intention of counsel for Plaintiff to submit an application seeking to recover mootness
fees (the “Fee Application”) in connection with the mooted claims if the parties cannot resolve
Plaintiff’s Fee Application;
WHEREAS, all of the Defendants in the Action reserve all rights, arguments and defenses,
including the right to oppose any potential Fee Application;
WHEREAS, no class has been certified in the Action; and
WHEREAS, for the avoidance of doubt, no compensation in any form has passed directly
or indirectly to Plaintiff or attorneys and no promise, understanding, or agreement to give any such
compensation has been made, nor have the parties had any discussions concerning the amount of
any mootness fee application;
NOW, THEREFORE, upon consent of the parties and subject to the approval of the Court:
IT IS HEREBY ORDERED that:

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1.

The Action is dismissed, and all claims asserted therein are dismissed with

prejudice as to Plaintiff only. All claims on behalf of the putative class are dismissed without
prejudice.
2.

Because the dismissal is with prejudice as to Plaintiff only, and not on behalf of a

putative class, notice of this dismissal is not required.
3.

This Order is entered without prejudice to any right, position, claim or defense any

party may assert with respect to the Fee Application, which includes the Defendants’ right to
oppose the Fee Application.
Dated: April 3, 2018
KEMP, JONES & COULTHARD LLP

/s/ Michael J. Gayan
Michael J. Gayan
Wells Fargo Tower, 17th Floor
3800 Howard Hughes Parkway
Las Vegas, NV 89169
Tel: [phone]

OF COUNSEL:
RIGRODSKY & LONG, P.A.
300 Delaware Avenue, Suite 1220
Wilmington, DE 19801
[phone]

Attorneys for Plaintiff Ronald Fallness

RM LAW, P.C.
1055 Westlakes Drive, Suite 300
Berwyn, PA 19312
[phone]
WOODBURN AND WEDGE
/s/ W. Chris Wicker
W. Chris Wicker
6100 Neil Road, Suite 500
Reno, NV 89511
Tel: [phone]
Fax: [phone]
Attorneys for Defendants CSRA Inc., Nancy
Killefer, Billie Ida Williamson, Sanju K.
Bansal, John F. Young, Craig L. Martin, Sean
O’Keefe, Michele A. Flournoy, Lawrence B.
Prior, III, Keith B. Alexander, Mark A.
Frantz, and Michael E. Ventling

OF COUNSEL:
PAUL, WEISS, RIFKIND,
WHARTON & GARRISON LLP
Geoffrey Chepiga
Michael J. Biondi
1285 Avenue of the Americas
New York, NY 10019
Tel: [phone]

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BROWNSETIN HYATT FARBER
SCHRECK, LLP
/s/ Kirk B. Lenhard
Kirk B. Lenhard
100 North City Parkway, Suite 1600
Las Vegas, NV 89106-4614
Tel: [phone]
Fax: [phone]
Email: [e-mail]

OF COUNSEL:
JENNER & BLOCK
Howard S. Suskin
353 N. Clark Street
Chicago, IL 60654-3456
Tel: [phone]

Attorneys for Defendants General Dynamics
Corporation and Red Hawk Enterprises Corp.

Marc A. Van Allen
1099 New York Avenue, N.W.,
Suite 900
Washington, DC 20001-4412
Tel: [phone]

IT IS SO ORDERED.

May

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DATED this _____ day of April, 2018.

_____________________________________________
Gloria M. Navarro, Chief Judge
United States District Court

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