Avalon Holdings, Inc. et al v. BP, PLC et al

Filing 59

Stipulation and Order in Advance of Motion to Dismiss Briefing re: 55 Stipulation. (Signed by Judge Keith P Ellison) Parties notified.(glyons, 4)

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF TEXAS
HOUSTON DIVISION
In re BP p.l.c. Securities Litigation

No.4:10-md-02185

This document relates to:
Avalon Holdings Inc., et al. v. BP p.l.c.
et al.

No. 4: 12-cv-03715

South Yorkshire Pensions Authority,
et al. v. BP p.l.c. et al.

No. 4: 12-cv-02362 (cons.)

Mondrian Global Equity Fund, L.P.,
et al. v. BP p.l.c. et al.

No. 4: 12-cv-03621

Houston Municipal Employees Pension
System, et anno. v. BP p.l.c. et al.

No. 4: 12-cv-03714

Stichting Pensioenfonds Metaal en
Techniek, et al. v. BP p.l.c. et al.

No.4: 13-cv-00069

HESTA Super Fund v. BP p.l.c. et al.

No. 4: 13-cv-00129

KEC Asset Management NV, et anno. v.
BP p.l.c. et al.

No.4: 13-cv-00517

Deutsche Asset Management
InvestmentgesellschaJt mbH v. BP p.l.c.
et al.

No. 4: 13-cv-00887

New York City Employees' Retirement
System et al. v. BP p.l.c. et al.
Nova Scotia Health Employees' Pension
Plan v. BP p.l.c., et al.

No. 4: 13-cv-01393
No. 4: 13-cv-03397
Honorable Keith P. Ellison

STIPULATION AND ORDER IN ADVANCE OF MOTION TO DISMISS BRIEFING

WHEREAS, on November 30,2012, plaintiffs Alameda County Employees'
Retirement Association, et aI., filed their First Amended Consolidated Complaint in case no.
4: 12-cv-01256 ("Alameda");

WHEREAS, on December 21,2012, BP p.l.c. ("BP"), BP America Inc., BP
Exploration & Production Inc., Anthony Hayward, Douglas Suttles, Andrew Inglis, Robert
Malone, David Rainey, H. Lamar McKay and Robert Dudley filed a consolidated motion to
dismiss the complaint in Alameda (the "Motion");
WHEREAS, a complaint and amended complaints! incorporating a number of the
same statements alleged to be false or misleading in the Alameda complaint were filed in the
above-captioned actions2 against the same defendarIts as well as against Byron Grote, John
Browne, and Peter Sutherland3 (together, the "Defendants");
WHEREAS, by an order dated September 30, 2013 and entered on October 3,
2013, the Court granted in part arId denied in part the Motion in Alameda;
WHEREAS, by an order entered on November 25,2013, the Court granted
Defendants' Motion for Reconsideration Regarding Application of the PSLRA's Pleading
StarJdards to Plaintiffs' Exchange Act Claims arId on December 2, 2013 amended and reissued
the order granting in part and denying in part the Motion in Alameda (the "Order");
WHEREAS, the parties in the above-captioned actions have conferred, and agree
that the Court will most likely deem the Order to be applicable to the above-captioned actions
concerning, inter alia, the issues of choice of law, DefendarIts' intent to induce reliarIce, the

1 No amended complaint was filed in New York City Employees' Retirement System et al. v. BP p.l.c. et al., no. 4: 13cv-01393.

The above-captioned actions are herein referenced as "Avalon," "South Yorkshire," "Mondrian," "Houston,"
"Stichting," "HESTA," "KBC," "Deutsche," "NYC," and "Nova Scotia," corresponding to the order in which they
are listed in the caption to this stipulation. All citations to these actions refer to the operative complaint in each.
2

3

These three individuals are additional defendants in Avalon, and Houston.

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standards for actual reliance, and whether certain statements alleged to be false or misleading are
actionable, and are stipulating to the same;
IT IS HEREBY STIPULATED AND AGREED by and between the undersigned parties,
subject to the Court's approval, that English law applies to all claims in the above-captioned
actions, except for the Exchange Act claims asserted by Plaintiffs identified in the NYC
complaint as NYCERS, Fire, BERS and TVF, and the Plaintiff identified in the Stichting
complaint as PME.
IT IS HEREBY FURTHER STIPULATED AND AGREED by and between the
undersigned parties, subject to the Court's approval, that the following claims from the abovecaptioned actions are hereby dismissed:
•

All claims for common-law aiding and abetting fraud.

•

All claims for statutory fraud under Texas law.

•

All claims for alleged violations of the Texas Securities Act.

•

All claims based on the alleged statements made in the November 29,2006
investor meeting. (See Mondrian ~ 451(a); NYC ~ 452(a).)

•

All claims based on the alleged statements in the January 16, 2007 press
release. 4 (See South Yorkshire ~~ 336-37; HESTA ~~ 334-335; Mondrian ~~
338-39; NYC ~~ 340-41; Stichting ~~ 338-39; Avalon ~ 226; Houston ~ 186;
KBC ~ 84; Deutsche ~ 83.)

•

Deceit and Exchange Act claims based on the alleged statements made in the
February 7,2007 investor meeting. (See Mondrian ~ 451(b); NYC ~ 452(b);
Nova Scotia ~ 419(a).)

•

All claims based on the alleged statements made in BP's 2006 Sustainability
Report dated May 9, 2007. (See South Yorkshire ~ 339; HESTA ~ 337;
Mondrian ~ 341; NYC ~ 343; Stichting ~ 341; Avalon ~~ 229,231; Houston
~~ 189, 191; KBC ~ 86; Deutsche ~ 85.)

This press release was also filed as a Form 6-K with identical content. While the Form 6-K was not directly
addressed in the Alameda Order, the parties stipulate that any claims asserted based on the Form 6-K are dismissed
as well.

4

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•

All claims based on Malone's May 16,2007 testimony before the u.s. House
of Representatives Committee on Energy and Commerce. (See South
Yorkshire ~ 341; HESTA ~ 339; Mondrian ~ 343; NYC ~ 345; Stichting ~
343; Avalon ~ 233; Houston ~ 193; KBC ~ 87; Deutsche ~ 86.)

•

All claims based on the alleged statements made in the September 17, 2007
investor meeting. (See Mondrian ~ 451(c); NYC ~ 452(c).)

•

All claims based on the alleged statements in BP's press release dated October
25,2007. (See South Yorkshire ~ 343-44; HESTA ~ 341-42; Mondrian ~~
345-46; NYC ~~ 347-48; Stichting ~ 345-46; Avalon ~ 235; Houston ~ 195;
KBC ~ 89; Deutsche ~ 88i

•

Malone is dismissed as a defendant in the above-captioned actions.

•

Deceit and negligent misstatement claims based on Hayward's alleged
statements at the November 8, 2007 Houston Forum. (See South Yorkshire ~
346; HESTA ~ 344; Mondrian ~ 348; NYC ~ 350; Stichting ~ 348; Avalon ~
237; Houston ~ 197; KBC ~ 91; Deutsche ~ 90.)

•

Negligent misstatement claims based on Hayward's alleged statements in
BP's 2007 Annual Review dated February 22, 2008. (See South Yorkshire ~
348; HESTA ~ 346; Mondrian ~ 350; NYC ~ 352; Stichting ~ 350; Avalon ~
241; Houston ~ 201; KBC ~ 95; Deutsche ~ 94; Nova Scotia ~ 335.)

•

Negligent misstatement claims based on the alleged statements made during
the February 27, 2008 strategy presentation call. (See South Y orkshire ~
350(a); HESTA ~ 348(a); Mondrian ~ 352(a); NYC ~ 354(a); Stichting ~
352(a); Avalon ~ 243; Houston ~ 203; KBC ~ 97; Deutsche ~ 96; Nova Scotia
~ 337(a).)

•

All claims based on the alleged statements made in the March 3, 2008 investor
meeting. (See Mondrian ~ 451(d); NYC ~ 452(d).)

•

Negligent misstatement claims based on the alleged statements in BP's 2007
Annual Report (Form 20-F) dated March 4,2008. (See South Yorkshire ~

This press release was also filed as a Form 6-K with identical content. While the Form 6-K was not directly
addressed in the Alameda Order, the parties stipulate that any claims asserted based on the Form 6-K are dismissed
as well.
5

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352; HESTA ~ 350; Mondrian ~ 354; NYC ~ 356; Stichting ~ 354; Avalon ~
245; Houston ~ 205; Nova Scotia ~ 339.)6
•

Negligent misstatement claims based on Hayward's speech at BP's Annual
General Meeting on April 17, 2008. (See South Yorkshire ~~ 354-55; HESTA
~~ 352-53; Mondrian ~~ 356-57; NYC ~~ 358-59; Stichting ~~ 356-57; Avalon
~ 247; Houston ~ 207; KBC ~ 99; Deutsche ~ 98; Nova Scotia ~~ 341-42.f

•

Negligent misstatement claims based on Hayward's speech at the HRH Prince
of Wales's 3rd Annual Accounting for Sustainability Forum on December 17,
2008. (See South Yorkshire ~ 357; HESTA ~ 355; Mondrian ~ 359; NYC ~
361; Stichting ~ 359; Avalon ~ 249; Houston ~ 209; KBC ~ 101; Deutsche ~
100; Nova Scotia ~344.)

•

Negligent misstatement claims based on the alleged statements attributed to
Hayward in BP's 2008 Annual Review dated February 24,2009, as well as all
claims based on the unattributed alleged statements in this document. (See
South Yorkshire ~ 359-60; HESTA ~ 357-58; Mondrian ~~ 361-62; NYC ~
363-64; Stichting ~ 361-62; Avalon ~~ 252-53; Houston ~~ 212-13; Nova
Scotia ~ 346-47.)

•

Negligent misstatement claims based on the alleged statements in BP's 2008
Annual Report (Form 20-F) dated March 4,2009. (See South Yorkshire ~~
362-63; HESTA -,r~ 360-61; Mondrian ~-,r 364-365; NYC ~~ 366-67; Stichting
~ 364-65; Avalon ~~ 255-56; Houston -,r~ 215-16; Nova Scotia ~ 349-350.)

•

Deceit and negligent misstatement claims based on the alleged statements in
BP's Initial Exploration Plan dated March 10,2009. (See South Yorkshire ~~
365-68; HESTA -,r~ 363-66; Mondrian ~-,r 367-70; NYC ~~ 369-72; Stichting
~~ 367-70; Avalon ~~ 259-60; Houston ~~ 219-20; KBC ~~ 104-05; Deutsche
~~ 103-04.)

•

All claims based on the alleged statements made in the March 17, 2009
investor meeting. (See Mondrian ~ 451(e); NYC ~ 452 (e).)

•

Negligent misstatement claims based Hayward's alleged statements in BP's
2008 Sustainability Review dated April 16, 2009. (See South Yorkshire ~
375; HESTA ~ 373; Mondrian ~ 377; NYC ~ 379; Stichting ~ 377; Avalon ~
270; Houston ~ 230; Nova Scotia ~ 352.)

This statement was not addressed in the Alameda Order, but rather in the Order in Connecticut Retirement Plans
and Trust Funds et al. v. BP p.l.c. et al., No. 4:12-cv-1272. (See Order entered Dec. 2,2013 (Doc. 103) at 3 & nA.)

6

This press release was also filed as a Form 6-K with identical content. While the Form 6-K was not directly
addressed in the Alameda Order, the parties stipulate that any claims asserted based on the Form 6-K are dismissed
as well.

7

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•

Deceit and negligent misstatement claims based on the alleged statements in
BP's Regional Oil Spill Response Plan for the Gulf of Mexico dated June 30,
2009. (See South Yorkshire ~ 377; HESTA ~ 375; Mondrian ~ 379; NYC ~
381; Stichting ~ 379; Avalon ~ 272; Houston ~ 232; KBC ~ 107; Deutsche ~
106.)

•

All claims based on Rainey's testimony before the U.S. Senate Committee on
Energy and Natural Resources on November 19, 2009. (See South Yorkshire
~ 379-80; HESTA ~~ 377-78; Mondrian ~ 381-82; NYC ~ 383-84; Stichting
~ 381-82; Avalon ~ 275-276; Houston ~~ 235-36; KBC ~ 109-110;
Deutsche ~ 108-109.)

•

Rainey is dismissed as a defendant in the above-captioned actions, except
those that name him as a Section 20(a} Defendant. Such claims are being
pursued by plaintiffs identified in the NYC complaint as NYCERS, Fire,
BERS and TVF, the plaintiff identified in the Stichting complaint as PME.

•

Negligent misstatement claims based on the alleged statements in BP's 2009
Annual Review dated February 26,2010. (See South Yorkshire ~ 382;
HESTA ~ 380; Mondrian ~ 384; NYC ~ 386; Stichting ~ 384; Avalon ~ 279;
Houston ~ 239; Nova Scotia ~ 354.)

•

All claims based on the alleged statements made in the March 3, 2010 investor
meeting. (See Mondrian ~ 451(f); NYC ~ 452(f).}

•

Negligent misstatement claims based on the alleged statements in BP's 2009
Annual Report (Form 20-F) dated March 5, 2010. (See South Yorkshire ~
384; HESTA ~ 382; Mondrian ~ 386; NYC ~ 388; Stichting ~ 386; Avalon ~
282; Houston ~ 242; KBC ~ 112; Deutsche ~ 111; Nova Scotia ~ 356.)

•

Deceit and Exchange Act claims based on the alleged statements made in the
March 18,2010 investor meeting. (See Mondrian ~ 451(g); NYC ~ 452(g};
Nova Scotia ~ 419(b}.}

•

Exchange Act and negligent misstatement claims based on Inglis's speech at
the Howard Weil Energy Conference on March 22,2010. (See South
Yorkshire ~ 386; HESTA ~ 384; Mondrian ~ 388; NYC ~ 390; Stichting ~
388; Nova Scotia ~ 358.)

•

Negligent misstatement claims based on Hayward's speech at the Peterson
Institute for International Economics Conference on March 23,2010. (See
South Yorkshire ~ 388; HESTA ~ 386; Mondrian ~ 390; NYC ~ 392; Stichting
~ 390; Avalon ~ 284; Houston ~ 244; KBC ~ 114; Deutsche ~ 113; Nova
Scotia ~ 360.)
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•

Negligent misstatement claims based on Hayward's alleged statements in
BP's 2009 Sustainability Review dated April 15, 2010, as well as all claims
based on the unattributed alleged statements in this document. (See South
Yorkshire ~~ 390,392; HESTA ~ 388,390; Mondrian ~~ 392,394; NYC ~~
394, 396; Stichting ~~ 392, 394; Avalon ~~ 286, 288; Houston ~~ 246, 248;
Nova Scotia ~~ 362,364.)

•

All claims based on the alleged statements in BP's 2009 Sustainability Report
dated April 15, 2010. (See South Yorkshire ~~ 394-95; HESTA ~~ 392-93;
Mondrian ~~ 396-97; NYC ~~ 398-99; Stichting ~~ 396-97; Avalon ~~ 290-91;
Houston ~ 250-51.)

•

Negligent misstatement claims based on Suttles's alleged statements during
the BP and NOAA Joint Press Conference on April 28, 2010. (See South
Yorkshire ~ 404; HESTA ~ 402; Mondrian ~ 406; NYC ~ 408; Stichting ~
406; Avalon ~ 300; Houston ~ 260; KBC ~ 134; Deutsche ~ 133; Nova Scotia
~ 373.)

•

Negligent misstatement claims based on Suttles's alleged statements during an
interview with The Early Show on April 29, 2010. (See South Y orkshire ~
406; HESTA ~ 404; Mondrian ~ 408; NYC ~ 410; Stichting ~ 408; Avalon ~
302; Houston ~ 262; KBC ~ 136; Deutsche ~ 135; Nova Scotia ~ 375.)

•

Negligent misstatement claims based on Suttles's alleged statements during an
interview with Good Morning America on April 29, 2010. (See South
Yorkshire ~ 406; HESTA ~ 404; Mondrian ~ 408; NYC ~ 410; Stichting
~ 408; Avalon ~ 302; Houston ~ 262; KBC ~ 136; Deutsche ~ 135; Nova
Scotia ~ 375.)

•

Negligent misstatement claims based on Suttles's alleged statements during an
interview with The Today Show on April 29, 2010. (See South Yorkshire ~
406; HESTA ~ 404; Mondrian ~ 408; NYC ~ 410; Stichting ~ 408; Avalon ~
302; Houston ~ 262; KBC ~ 136; Deutsche ~ 135; Nova Scotia ~ 375.)

•

Negligent misstatement claims based on the alleged statement in BP's April
29,2010 Form 6-K. (See South Yorkshire ~ 409; HESTA ~ 407; Mondrian
~ 411; NYC ~ 413; Stichting~ 411; Avalon ~ 303; Houston ~ 263; Nova
Scotia ~ 378.)

•

Negligent misstatement claims based on the alleged statement in BP's April
30,2010 Form 6-K. (See South Yorkshire ~ 410; HESTA ~ 408; Mondrian
~ 412; NYC ~ 414; Stichting~ 412; Avalon ~ 304; Houston ~ 264; Nova
Scotia ~ 379.)

•

Negligent misstatement claims based on the alleged statement published on
BP's corporate website on April 30, 2010. (See South Yorkshire ~ 411;
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HESTA ~ 409; Mondrian ~ 413; NYC ~ 415; Stichting ~ 413; Avalon ~ 305;
Houston ~ 265; Nova Scotia ~ 380.)
•

Negligent misstatement claims based on the alleged statement in BP's May 4,
2010 Form 6-K. (See South Yorkshire ~ 419; HESTA ~ 417; Mondrian ~ 421;
NYC ~ 423; Stichting ~ 421; Avalon ~ 311; Houston ~ 271; Nova Scotia ~
388.)

•

Negligent misstatement claims based Hayward's alleged statement during an
interview with the Houston Chronicle on May 5, 2010. (See South Yorkshire
~ 421; HESTA ~ 419; Mondrian ~ 423; NYC ~ 425; Stichting ~ 423; Avalon ~
307; Houston ~ 267; KBC ~ 143; Deutsche ~ 142; Nova Scotia ~ 390.)

•

Negligent misstatement claims based on Suttles's alleged statements during an
interview with Good Morning America on May 14,2010. (See South
Yorkshire ~ 425; HESTA ~ 423; Mondrian ~ 427; NYC ~ 429; Stichting ~
427; Avalon ~ 306; Houston ~ 266; Nova Scotia ~ 392.)

•

Negligent misstatement claims based on Suttles's alleged statements during an
interview with The Today Show on May 14, 2010. (See South Yorkshire ~
426; HESTA ~ 424; Mondrian ~ 428; NYC ~ 430; Stichting ~ 428; Avalon ~
306; Houston ~ 266; Nova Scotia ~ 393.)

•

Negligent misstatement claims based on Dudley's alleged statement quoted on
CNN.com on May 14,2010. (See South Yorkshire ~ 427; HESTA ~ 425;
Mondrian ~ 429; NYC ~ 431; Stichting~ 429; Avalon ~ 317; Houston ~ 277;
Nova Scotia ~ 394.)

•

Negligent misstatement claims based on Suttles's alleged statement during the
Unified Command press briefing on May 17, 2010. (See South Yorkshire ~
430; HESTA ~ 428; Mondrian ~ 432; NYC ~ 434; Stichting ~ 432; Avalon ~
306; Houston ~ 266; Nova Scotia ~ 397.)

•

Negligent misstatement claims based on McKay's testimony before the U.S.
House of Representatives Committee on Transportation and Infrastructure on
May 19,2010. (See South Yorkshire ~ 423; HESTA ~ 421; Mondrian ~ 425;
NYC ~ 427; Stichting ~ 425; Avalon ~~ 315-16; Houston ~~ 275-76; Nova
Scotia ~ 399-400.)8

The South Yorkshire, HESTA, Mondrian, NYC, and Stichting complaints contained a typographical error
whereby the date of Defendant McKay's testimony was mistakenly set forth as May 10, 2010. The parties stipulate
that the correct date for the allegations set forth in these complaints should be May 19,2010, which comports with
the treatment afforded by the Court in the Alameda Order.
8

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•

Negligent misstatement claims based on Suttles's alleged statements during an
interview with Good Morning America on May 21, 2010. (See South
Yorkshire ~ 434; HESTA ~ 432; Mondrian ~ 436; NYC ~ 438; Stichting ~
436; Avalon ~ 306; Houston ~ 266; Nova Scotia ~ 404.)

•

Negligent misstatement claims based on Suttles's alleged statements during a
Unified Command press briefing on May 21, 2010. (See South Yorkshire ~
435; HESTA ~ 433; Mondrian ~ 437; NYC ~ 439; Stichting ~ 437; Avalon ~
306; Houston ~ 266; Nova Scotia ~ 405.)

•

Negligent misstatement claims based on Suttles's alleged statements during an
interview with Weekend Edition on May 22,2010. (See South Yorkshire ~
437; HESTA ~ 435; Mondrian ~ 439; NYC ~ 441; Stichting ~ 439; Avalon ~
306; Houston ~ 266; Nova Scotia ~ 407.)

•

All of Plaintiff Avalon Holdings, Inc. 's claims based on statements made after
February 9, 2010.

•

All of Plaintiff Premier Ltd's claims based on statements made after March 8,
2010.

•

All of Plaintiff Inter-Local Pension Fund of the Graphic Communications
Conference of the International Brotherhood of Teamsters' claims based on
statements made after May 18, 2010.

•

All of Plaintiff Jacksonville Police & Fire Pension Fund's claims based on
statements made after May 3, 2010.

•

All of Plaintiff The Municipal Employees' Retirement System of Michigan's
claims based on statements made after May 18, 2006.

•

All of San Mateo County Employees' Retirement Association's claims based
on statements made after July 3,2009.

•

All of Plaintiff BayernInvest Kapitalanlagegesellschaft mbH's claims based
on statements made after May 6, 2010.

•

All of Plaintiff Northern Ireland Local Government Officers' Superannuation
Committee's claims based on statements made after April 28, 2010.

•

All of Plaintiff Xerox Pensions Limited's claims based on statements made
after April 30, 2010.

-9-

•

All of Plaintiff Cumbria County Council as Administering Authority of the
Cumbria Local Government Pension Scheme's claims based on statements
made after March 19,2009.

•

All of Plaintiff Lincolnshire County Council's claims based on statements
made after May 5, 2010.

•

All of Plaintiff Ontario Pension Board's claims based on statements made
after May 19,2010.

•

All of Plaintiff The Royal Borough of Kensington and Chelsea's claims based
on statements made after May 12,2010.

•

All of Plaintiff London Borough of Redbridge Pension Fund's claims based
on statements made after May 4,2010.

•

All of Plaintiff Utah Retirement Systems' claims based on statements made
after May 10, 2010.

•

All of Plaintiff City of Westminster Council Superannuation Fund's claims
based on statements made after April 30, 2010.

•

All of Plaintiff Northwestern Mutual Life Insurance Co. 's claims based on
statements made after March 12,2010.

•

All of Plaintiff Northwestern Mutual Series Fund, Inc. 's claims based on
statements made after December 19,2008.

•

All of Plaintiff Orange County Employees Retirement System's claims based
on statements made after April 28, 2010.

•

All of Plaintiff John Hancock Funds Ill's claims based on statements made
after March 17,2010.

•

All of Plaintiff John Hancock Tax Advantaged Global Shareholder Yield
Fund's claims based on statements made after October 30,2009.

•

All of Plaintiff Hermes Investment Management Limited's claims based on
statements made after February 2,2010

•

All of Plaintiff Generali Investments Deutschland Kapitalanlagegesellschaft
mbH's claims based on statements made after December 17,2009.

•

All of Plaintiff MEAG Munich Ergo Asset Management GmbH's claims
based on statements made after May 11, 2010.
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•

All of Plaintiff MEAG Munich Ergo Kapitalanlagegesellschaft mbH's claims
based on statements made after May 21,2010.

•

All of Plaintiff Allianz Global Investors Europe GMBH's claims based on
statements made after April 30, 2010.

•

All of Plaintiff The Houston Municipal Employees Pension System's claims
based on statements made after January 22,2010.

•

All of Plaintiff South Yorkshire Pension Authority's claims based on
statements made after the date of its final purchase during the Relevant
Period, which is believed by such Plaintiff to be May 4, 2010.

•

All of Plaintiff Hadrian Trustees Ltd. in its capacity as Trustee of
Shipbuilding Industries Pension Scheme's claims based on statements made
after the date of its final purchase during the Relevant Period, which is
believed by such Plaintiff to be May 5, 2010.

•

All ofPlaintiffMondrian Global Equity Fund, L.P.'s claims based on
statements made after the date of its final purchase during the Relevant
Period, which is believed by such Plaintiff to be October 2, 2009.

•

All of Plaintiff Mondrian International Equity Fund, L.P.' s claims based on
statements made after the date of its fmal purchase during the Relevant
Period, which is believed by such Plaintiff to be September 4, 2009.

•

All of Plaintiff Mondrian Focused International Equity Fund, L.P.'s claims
based on statements made after the date of its final purchase during the
Relevant Period, which is believed by such Plaintiff to be April 9, 2010.

•

All ofPlaintiffMondrian All Countries World Ex-US Equity Fund, L.P.'s
claims based on statements made after the date of its final purchase during the
Relevant Period, which is believed by such Plaintiff to be May 4,2010.

•

All of Plaintiff Mondrian Group Trust's claims based on statements made
after the date of its final purchase during the Relevant Period, which is
believed by such Plaintiff to be March 25,2010.

•

All ofPlaintiffStichting Pensioenfonds Metaal en Techniek's claims based on
statements made after the date of its fmal purchase during the Relevant
Period, which is believed by such Plaintiff to be April 30, 2010.

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•

All of Plaintiff Teachers' Retirement System of the City of New York's
claims based on statements made after the date of its final purchase during the
Relevant Period, which is believed by such Plaintiff to be May 5,2010.

•

All of Plaintiff Nova Scotia Health Employees' Pension Plan's claims based
on statements made after the date of its final purchase during the Relevant
Period, which is believed by such Plaintiff to be February 27, 2009. 9

IT IS HEREBY FURTHER STIPULATED AND AGREED by and between the
undersigned parties, subject to the Court's approval, that, upon entry of this Stipulation, in their
forthcoming amended motion to dismiss Defendants shall not move against the operative
complaints in the above-captioned actions-including the unamended complaints in the more
recently filed NYC and Nova Scotia actions-on the grounds of intent to induce reliance, actual
reliance, the Dormant Commerce Clause, or that the u.S. Supreme Court's decision in Morrison
v. Nat '[ Australia Bank Ltd., 130 S. Ct. 2869 (2010), precludes the claims. In reliance on this
stipulation, the NYC and Nova Scotia Plaintiffs are not exercising their right to amend their
complaints at this time.

The remaining Plaintiffs from the above-captioned actions have not stipulated as to dismissal of claims following
their last BP securities purchase date because each of them believes their fmal purchase post-dates the last
misstatement alleged in their respective complaint: Electricity Pensions Trustee Ltd. (May 27, 2010), HESTA Super
Fund (June 10,2010), Stichting Pensioenfonds van de Metalelektro (June 10,2010), Stichting Aandelenfonds MN
Services Europa (June 10,2010), Stichting Aandelenfonds MN Services Europa III (June 10,2010), New York City
Employees' Retirement System (June 14,2010), New York City Police Pension Fund through the New York City
Group Trust (June 14,2010, New York City Fire Department Pension Fund through the New York City Group Trust
(June 14,2010), New York City Board of Education through the New York City Group Trust (June 14,2010),
Teachers' Variable Annuity Funds (June 11,2010), and New York City Group Trust (June 14,2010); Metzler
Investment GmbH (May 26, 2010); Caisse de depot et placement du Quebec (May 28, 2010); Nomura Trust and
Banking Co., Ltd. (June 1,2010); Nykredit Asset Management (May 26, 2010); BNP Paribas Investment Partners
Belgium NY/SA (May 26,2010); Teachers' Retirement System of the State of Illinois (May 25,2010); John
Hancock Variable Insurance Trust (May 26,2010); John Hancock Funds II (June 1,2010); Marathon Asset
Management LLP (June 1,2010); East Riding Pension Fund (June 1,2010); Stichting Shell Pensioenfonds (May 26,
2010); Shell Pensions Trust Ltd., as Trustee for the Shell Contributory Pension Fund (May 26, 2010); Shell Trust
(Bermuda) Ltd., as Trustee for the Shell International Pension Fund (May 26, 2010); Shell Trust (Bermuda) Ltd., as
Trustee for the Shell Overseas Contributory Pension Fund (May 26, 2010); Banco de Sabadell S.A. (June 1,2010);
Shell Pension Trust (May 27,2010); KBC Asset Management NY (June 1,2010); Union Asset Management
Holding AG (June 11,2010); Deutsche Asset Management Investmentgesellschaft MBH (June 1,2010).
9

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In addition, WHEREAS, the parties in the above-captioned actions have
conferred, and agree that, to the extent certain alleged statements were not at issue in Alameda,
certain motion to dismiss decisions rendered in the ADS class action, In re BP p.l.c. Securities
Litigation, No. 4:1O-md-02185, may be deemed by the Court to be applicable to the above-

captioned actions concerning whether certain additional statements alleged to be false or
misleading are actionable;
IT IS HEREBY FURTHER STIPULATED AND AGREED by and between the
undersigned parties, that, subject to the Court's approval, the following claims from the abovecaptioned actions are hereby dismissed:
•

All claims based on the alleged statement "[w]e document and rigorously
follow procedures for safe and effective operating," contained in BP's 2006
Sustainability Report dated May 9, 2007. (See Avalon ~ 229; Houston ~ 189;
KBC ~ 86; Deutsche ~ 85.)

•

All claims based on the alleged statements not attributable to Hayward in BP's
2007 Annual Review dated February 22,2008. (See Avalon -,r 241; Houston ~
201; KBC -,r 95; Deutsche -,r 94.)

•

All claims based on the portions of Hayward's alleged statements during the
February 27,2008 strategy presentation call that are only alleged in the
Avalon, Houston, KBC, and Deutsche complaints. (See Avalon ~ 243;
Houston ~ 203; KBC -,r 97; Deutsche -,r 96.)

• ·All claims 98s88 9R tlle poIiioRi o£l1a~"J!a.t"8'8 8F888B 8t SP's A1mnal Genelal
Meeting on Aprill7, 2888 that are alleged only ill the KDC mId Deutsche
eempta1nts. ~e trne, ~E), Dentsehe, 98.)
•

All claims based Oft ifte I'eftiefts efHayurarrl's speech at the HRH prince of
J}/eles's 3Id mlltual Accowttliig fbi Sastaillabili~ FQRllll 00 December 17,
~6S that are alleged only in the AValon, l'toUston, !me mid DeHtSeft8
Q9mplaints. (8ee Avalon !if! M~, Houston !if! ~OE), KBC, 181, Detttseft8, 188.)

•

All claims based on the alleged statements made at the February 2009
Microsoft Global Energy Forum. (See Avalon ~ 251; Houston ~ 211; KBC-,r
103; Deutsche -,r 102.)

-13-

-

--------------

•

All claims based on the portions ofBP's 2009 Annual Report (Form 20-F)
dated March 5, 2010 that are alleged only in the KBC and Deutsche
complaints. (See KBC ~ 112; Deutsche ~ 111.)

•

All claims based on Dudley's May 6, 2010 speech at the Chief Executive's
Club. (See Avalon ~ 313; Houston ~ 273; KBC ~ 144; Deutsche ~ 143.)

lsi Sammy Ford IV

December 6, 2013

Sammy Ford IV
Federal Bar No. 950682
Texas BarNo. 24061331
ABRAMAN, WATKINS, NICHOLS,
SORRELS, AGOSTO & FRIEND
800 Commerce Street
Houston, Texas 77002
Tel: [phone]
Fax: [phone]

Attorneys in Charge for the Alameda, South
Yorkshire, Mondrian, HESTA, Stichting, New
York City, and Nova Scotia Plaintiffs

December 6, 2013

lsi Matthew L. Tuccillo
Marc 1. Gross
Jeremy A. Lieberman
Jason S. Cowart
Matthew L. Tuccillo
Emma Gilmore
Jessica N. Dell
POMERANTZ GROSSMAN HUFFORD
DAHLSTROM & GROSS, LLP
600 Third Avenue
New York, NY 10016
Tel: [phone]
Fax: [phone]

Attorneys for the Alameda, South Yorkshire,
Mondrian, HESTA, Stichting, New York City,
and Nova Scotia Plaintiffs

-14-

December 6, 2013

/s/ Bernardo S. Garza
Bernardo S. Garza
Federal Bar No. 4779
Texas Bar No. 03663500
CALLIER & GARZA, LLP
4900 Woodway, Suite 700
Houston, TX 77056
Tel: [phone]
Fax: [phone]
Attorneys in Charge for the Connecticut
Action Plaintiffs

December 6, 2013

/s/ Matthew L. Mustokoff
Gregory M. Castaldo
Matthew L. Mustokoff
Michelle M. Newcomer
Margaret E. Onasch
KESSLER TOPAZ MELTZER
&CHECK,LLP
280 King of Prussia Road
Radnor, PA 198087
Tel: [phone]
Fax: [phone]
Attorneys for the Connecticut Action Plaintiffs

-15-

- --r

December 6, 2013

/s/ Gregory M. Utter
Gregory M. Utter
KEATING MUETHING & KLEKAMP PLL
One East Fourth Street
Suite 1400
Cincinnati, OH 45202
Phone: [phone]
Fax: (5

Attorneys for the Ohio Action Plaintiffs

December 6, 2013

/s/ Jeffrey C. Block
Jeffrey C. Block
BLOCK & LEVITON LLP
155 Federal Street, Suite 1303
Boston, MA 02110
Phone: [phone]
Fax: [phone]

Attorneys for the Ohio Action Plaintiffs

December 6, 2013

/s/ Thomas W. Taylor
Thomas W. Taylor
Texas State Bar No. 19723875
S.D. Tex. Bar No. 3906
ANDREWS KURTH LLP
600 Travis, Suite 4200
Houston, Texas 77002
Telephone: [phone]
Facsimile: [phone]
[e-mail]

Attorneys in charge for Defendants BP p.l.c.,
BP America, Inc., and BP Exploration &
Production, Inc.

-16-

December 6, 2013
/s/ Daryl A. Libow
Daryl A. Libow (pro hac vice)
Amanda F. Davidoff
Elizabeth A. Rose
SULLNAN & CROMWELL LLP
1701 Pennsylvania Avenue, N.W.
Washington, D.C. 20006
Telephone: [phone]
[e-mail]
[e-mail]
[e-mail]
Attorneys for Defendants BP p.l.c., BP
America, Inc., and BP Exploration &
Production, Inc.

December 6, 2013

/s/ Marc. De Leeuw
Richard C. Pepperman, II (pro hac vice)
Marc De Leeuw (pro hac vice)
Matthew A. Peller
SULLIVAN & CROMWELL LLP
125 Broad Street
New York, New York 10004
Telephone: [phone]
[e-mail]
[e-mail]
[e-mail]
Attorneys for Defendants BP p.l.c., BP
America, Inc., and BP Exploration &
Production, Inc.

-17-

--------------------r

December 6, 2013

Kathleen H. Goodhart
Kathleen H. Goodhart
COOLEYLLP
101 California Street, 5th Floor
San Francisco, CA 94111
Telephone: [phone]
Stephen C. Neal
COOLEYLLP
3175 Hanover Street
Palo Alto, California 94304
Telephone: [phone]

Attorneys for Andrew G. Inglis

December 6, 2013

/s/ Theodore V. Wells. Jr.
Theodore V. Wells, Jr. (pro hac vice)
Roberto Finzi (pro hac vice)
Jaren Janghorbani (pro hac vice)
PAUL, WEISS, RIFKIND, WHARTON &
GARRISON LLP
1285 Avenue of the Americas
New York, New York 10019-6064
Telephone: [phone]

Attorneys for Defendant Douglas Suttles

December 6, 2013

/s/ Patrick F. Linehan
Patrick F. Linehan (pro hac vice)
Reid H. Weingarten (pro hac vice)
Brian M. Heberlig (pro hac vice)
Steptoe & Johnson LLP
1330 Connecticut Avenue, NW
Washington, DC 20036
Telephone: [phone]

Attorneys for Defendant David Rainey

-18-

December 6, 2013

/s/ Joe Kendall
Joe Kendall
3232 McKinney Avenue
Suite 700
Dallas, TX 75204
Tel.: [phone]
Fax: [phone]
SPECTOR ROSEMAN KODROFF
& WILLIS, P.C.
Mark S. Willis
1101 Pennsylvania Avenue, N.W.
Suite 600
Washington, D.C. 20004
Tel.: [phone]
Fax: [phone]
Robert M. Roseman
Andrew D. Abramowitz
Daniel J. Mirarchi
1818 Market Street
Suite 2500
Philadelphia, P A 19103
Tel.: [phone]
Fax: [phone]

Attorneys for the Avalon and Houston Action Plaintiffs

December 6,2013

/s/ J. Brandon Walker
Ira M. Press
J. Brandon Walker
KIRBY McINERNEY LLP
825 Third Avenue, 16th Floor
New York, NY 10022
Telephone: [phone]
Fax: [phone]

Attorney for the KBC and Deutsche Action Plaintiffs

19

IT IS SO ORDERED.

TH P. ELLISON
HON.
UNITED STATES DISTRICT JUDGE

-19-