Ruggles v. Dunham, et al

Filing 17

ORDER on STIPULATION re 15 Briefing Schedule for Amended Complaint and Leadership Structure, signed by Judge Ronald B. Leighton. (DN)

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1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 STIPULATION & [PROPOSED] ORDER LAW OFFICES OF UNITED STATES DISTRICT COURT WESTERN DISTRICT OF WASHINGTON AT TACOMA TIMOTHY RUGGLES, derivatively on behalf of NORTHWEST PIPE COMPANY, Plaintiff, vs. BRIAN W. DUNHAM, STEPHANIE J. WELTY, WILLIAM R. TAGMYER, KEITH R. LARSON, WAYNE B. KINGSLEY, RICHARD A. ROMAN, MICHAEL C. FRANSON, and NEIL R. THORNTON, Defendants, and NORTHWEST PIPE COMPANY, an Oregon corporation, Nominal Defendant. STIPULATION AND ORDER REGARDING BRIEFING SCHEDULE FOR AMENDED COMPLAINT AND LEADERSHIP STRUCTURE Case No. C10-5129 RBL Case No. C10-5129 RBL CLIFFORD A. CANTOR, P.C. 627 208th Ave. SE Sammamish, WA 98074-7033 Tel: (425) 868-7813 Fax: (425) 868-7870 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 WHEREAS, plaintiff Timothy Ruggles ("Plaintiff") filed his Verified Shareholder Derivative Complaint for Breach of Fiduciary Duty, Waste of Corporate Assets, and Unjust Enrichment on February 26, 2010 (the "Action"); WHEREAS, Plaintiff intends to file an amended complaint; WHEREAS, on November 11, 2009, defendant Northwest Pipe Company ("Northwest" or the "Company") announced that it was delaying the filing of its Quarterly Report on Form 10Q ("10-Q") for the quarter ended September 30, 2009 ("3Q09") with the U.S. Securities and Exchange Commission ("SEC") "pending the conclusion of an ongoing internal investigation of certain accounting matters, including certain revenue recognition practices, being conducted by the Audit Committee of the Board of Directors with the assistance of independent professionals"; WHEREAS, Northwest has yet to file its 3Q09 Form 10-Q or its final financial results with the SEC and has not announced the completion of the internal investigation; WHEREAS, Northwest's Annual Report on Form 10-K for the fiscal year ended December 31, 2009 ("Form 10-K") was due to be filed with the SEC on March 16, 2010; WHEREAS, on March 16, 2010, Northwest announced that "[p]ending the completion of the Audit Committee's investigation, the Company is unable to complete the preparation of its Annual Report on Form 10-K for the year ended December 31, 2009" and "plans to file the Form 10-K as soon as practicable after the completion of the Audit Committee's investigation"; WHEREAS, Plaintiff's claims expressly cite the Company's internal investigation and include allegations of accounting violations related to the issues currently under investigation by Northwest; WHEREAS, the parties agree that filing an amended complaint and briefing on any corresponding motion to dismiss before the completion of the internal investigation would result in significant redundancies and inefficient use of resources of the parties and the Court; WHEREAS, counsel for Plaintiff and counsel for Northwest met and conferred and agree on a proposed schedule, and counsel for Northwest is authorized to state that all other Defendants concur in that proposed schedule and in the other terms of this Order; STIPULATION & [PROPOSED] ORDER No. C10-5129 RBL -1- CLIFFORD A. CANTOR, P.C. 627 208th Ave. SE Sammamish, WA 98074-7033 Tel: (425) 868-7813 Fax: (425) 868-7870 LAW OFFICES OF 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 WHEREAS, the parties agree that the interests of judicial economy and the efficient management of this litigation are best served by (i) awaiting the completion of Northwest's internal investigation and the issuance of its final financial results for 3Q09 and FY09 before Plaintiff files an amended complaint and Defendants have an opportunity to respond; and (ii) appointing Plaintiff Timothy Ruggles as Lead Plaintiff, and his counsel, Robbins Umeda LLP, as Lead Counsel for Plaintiff, for purposes of coordinating and directing the litigation of this matter and any related cases as may be filed in this jurisdiction; NOW, THEREFORE, the parties hereby agree and stipulate as follows: 1. Plaintiff's amended complaint in this Action shall be filed within sixty (60) days after Northwest's having completed the filing of both its 3Q09 10-Q and FY09 10-K with the SEC. 2. Until such time as an amended complaint is filed in this Action, defendants are not required to answer or otherwise respond to the complaint in the Action. 3. Upon filing of an amended complaint, defendants shall have forty-five (45) days to answer or otherwise respond to the amended complaint. In the event that defendants move to dismiss the amended complaint, any opposition to such motion shall be filed within forty-five (45) days of the filing of that motion. Any reply shall be filed within twenty-one (21) days of the filing of Plaintiff's opposition. 4. In order to conserve judicial resources and in light of the anticipated completion of the internal investigation and the filing of the amended complaint, the deadlines set forth in the Court's Minute Order of March 4, 2010 for holding a Rule 26(f) conference, for making initial disclosures, and for submitting a Joint Status Report shall be continued until after the filing of the amended complaint as follows: STIPULATION & [PROPOSED] ORDER No. C10-5129 RBL -2- CLIFFORD A. CANTOR, P.C. 627 208th Ave. SE Sammamish, WA 98074-7033 Tel: (425) 868-7813 Fax: (425) 868-7870 LAW OFFICES OF 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 Task Rule 26(f) Conference Initial Disclosures Joint Status Report and Discovery Plan Current Deadline 05/19/2010 05/26/2010 06/02/2010 New Deadline 14 days after filing of amended complaint 7 days after 26(f) Conference 7 days after Initial Disclosures By stipulating to these deadlines, no party waives his, her or its right to move the Court to stay discovery including initial disclosures during the pendency of any motion to dismiss or before the filing of any anticipated motion to dismiss. 5. Northwest's counsel, having secured the consent of all defendants not already served with process, is authorized to and hereby does accept service of process on their behalf. 6. Every pleading filed in the Action, or in any separate action included herein, must bear the following caption: UNITED STATES DISTRICT COURT WESTERN DISTRICT OF WASHINGTON AT TACOMA In re NORTHWEST PIPE COMPANY DERIVATIVE LITIGATION Lead Case No. C10-5129 RBL This Document Relates To: ALL ACTIONS. 7. 5129 RBL. 8. 9. Lead Plaintiff for the conduct of the Action is Timothy Ruggles. Lead Counsel for Plaintiff for the conduct of the Action is: The files of the Action will be maintained in one file under Lead Case No. C10- STIPULATION & [PROPOSED] ORDER No. C10-5129 RBL -3- CLIFFORD A. CANTOR, P.C. 627 208th Ave. SE Sammamish, WA 98074-7033 Tel: (425) 868-7813 Fax: (425) 868-7870 LAW OFFICES OF 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 13. 10. ROBBINS UMEDA LLP Marc M. Umeda Craig W. Smith Julia M. Williams 600 B Street, Suite 1900 San Diego, CA 92101 Telephone: (619) 525-3990 Facsimile: (619) 525-3991 Lead Counsel shall have sole authority to speak for Plaintiff in matters regarding pre-trial procedure, trial, and settlement negotiations so as to facilitate the orderly and efficient prosecution of this litigation and to avoid duplicative or unproductive effort. 11. Lead Counsel shall be responsible for coordinating all activities and appearances on behalf of Plaintiff. No motion, request for discovery, or other pre-trial or trial proceedings will be initiated or filed by any plaintiff except through or at the direction of Plaintiff's Lead Counsel. 12. Liaison Counsel for Plaintiff for the conduct of the Action is: LAW OFFICES OF CLIFFORD A. CANTOR, P.C Clifford A. Cantor 627 208th Ave. SE Sammamish, WA 98704-7033 Telephone: (425) 868-7813 Facsimile: (425) 868-7870 Plaintiff's Liaison Counsel will be available and responsible for communications to and from this Court, including distributing orders and other directions from the Court to counsel. Plaintiff's Liaison Counsel will be responsible for creating and maintaining a master service list of all parties and their respective counsel. 14. Defendants' counsel and Northwest's counsel may rely upon all agreements made with Plaintiff's Lead Counsel, or other duly authorized representative of Plaintiff's Lead Counsel, and such agreements will be binding on Plaintiff. 15. This Order shall apply to each case, arising out of the same or substantially the same transactions or events as these cases, which is subsequently filed in, remanded to, or transferred to this Court. STIPULATION & [PROPOSED] ORDER No. C10-5129 RBL -4- CLIFFORD A. CANTOR, P.C. 627 208th Ave. SE Sammamish, WA 98074-7033 Tel: (425) 868-7813 Fax: (425) 868-7870 LAW OFFICES OF 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 16. When a case which properly belongs as part of the In re Northwest Pipe Company Derivative Litigation, Lead Case No. C10-5129 RBL, is hereafter filed in the Court or transferred here from another court, this Court requests the assistance of counsel in calling to the attention of the clerk of the Court the filing or transfer of any case which might properly be consolidated as part of the In re Northwest Pipe Company Derivative Litigation, Lead Case No. C10-5129 RBL, and counsel are to assist in assuring that counsel in subsequent actions receive notice of this Order. DATED: May 3, 2010 LAW OFFICES OF CLIFFORD A. CANTOR, P.C. By: /s/ Cliff Cantor, WSBA # 17893 627 208th Ave. SE Sammamish, WA 98704-7033 Telephone: (425) 868-7813 Facsimile: (425) 868-7870 ROBBINS UMEDA LLP Marc M. Umeda Craig W. Smith Julia M. Williams 600 B Street, Suite 1900 San Diego, CA 92101 Telephone: (619) 525-3990 Facsimile: (619) 525-3991 Attorneys for Plaintiff DATED: May 3, 2010 HOGAN LOVELLS USA LLP By: /s/ Robin E. Wechkin, WSBA # 24746 8426 316th Place SE Issaquah, WA 98027 Telephone: (425) 222-6229 HOGAN LOVELLS USA LLP George H. Mernick, III 555 13th Street, NW Washington, DC 20004 Telephone: (202) 637-5726 Facsimile: (202) 637-5910 Attorneys for Defendant Northwest Pipe Company *** STIPULATION & [PROPOSED] ORDER No. C10-5129 RBL -5- CLIFFORD A. CANTOR, P.C. 627 208th Ave. SE Sammamish, WA 98074-7033 Tel: (425) 868-7813 Fax: (425) 868-7870 LAW OFFICES OF 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 STIPULATION & [PROPOSED] ORDER ORDER The above stipulation having been considered, and good cause appearing therefor, IT IS SO ORDERED. DATED: May 10, 2010 A RONALD B. LEIGHTON UNITED STATES DISTRICT JUDGE Presented by: /s/ Cliff Cantor, WSBA # 17893 Law Offices of Clifford A. Cantor, P.C. Robin Wechkin, WSBA # 24746 Hogan Lovells USA LLP No. C10-5129 RBL -6- CLIFFORD A. CANTOR, P.C. 627 208th Ave. SE Sammamish, WA 98074-7033 Tel: (425) 868-7813 Fax: (425) 868-7870 LAW OFFICES OF

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