Opinion
4:24-cv-01674-HSG
04-16-2024
STEPHEN ROSSI, individually and on behalf of all others similarly situated, Plaintiffs, v. ANTHONY DECHELLIS, CHRISTOPHER COOPER, and MORGAN STANLEY & CO. LLC, Defendants.
GOODWIN PROCTER LLP By: /s/ Nicole L. Chessari NICOLE L. CHESSARI (SBN 259970) JONATHAN ACKER SHAPIRO (SBN 257199) ROBERT TIEFENBRUN (SBN 310975) Attorneys for Defendant Christopher Cooper BRAUN HAGEY & BORDEN LLP By: Michael S. Palmieri Ellen Leonida (SBN 184194) Andrew Levine (SBN 278246) Andre Fontana (SBN 324801) Jason C. Rubinstein (appearance pro hac vice) Michael S. Palmieri (appearance pro hac vice) Dania Bardavid (appearance pro hac vice) FRIEDMAN KAPLAN SEIILER ADELMAN & ROBBINS LLP Attorneys for Defendant Anthony DeChellis SHEARMAN & STERLING LLP By: Daniel Lewis Adam Hakki (appearance pro hac vice) Daniel Lewis (appearance pro hac vice) Joshua Ebersole (appearance pro hac vice) Daniel H.R. Laguardia (SBN 314654) Attorneys for Defendant Morgan Stanley & Co. LLC By: Sean Greene Adam E. Polk (SBN 273000) Sean Greene (SBN 328718) GIRARD SHARP LLP David W. Hall (SBN 274921) Armen Zohrabian (SBN 230492) THE HALL FIRM, LTD. Attorneys for Plaintiff Stephen Rossi
GOODWIN PROCTER LLP
By: /s/ Nicole L. Chessari
NICOLE L. CHESSARI (SBN 259970)
JONATHAN ACKER SHAPIRO (SBN 257199)
ROBERT TIEFENBRUN (SBN 310975)
Attorneys for Defendant Christopher Cooper
BRAUN HAGEY & BORDEN LLP
By: Michael S. Palmieri
Ellen Leonida (SBN 184194)
Andrew Levine (SBN 278246)
Andre Fontana (SBN 324801)
Jason C. Rubinstein (appearance pro hac vice)
Michael S. Palmieri (appearance pro hac vice)
Dania Bardavid (appearance pro hac vice)
FRIEDMAN KAPLAN SEIILER
ADELMAN & ROBBINS LLP
Attorneys for Defendant Anthony DeChellis
SHEARMAN & STERLING LLP
By: Daniel Lewis
Adam Hakki (appearance pro hac vice)
Daniel Lewis (appearance pro hac vice)
Joshua Ebersole (appearance pro hac vice)
Daniel H.R. Laguardia (SBN 314654)
Attorneys for Defendant Morgan Stanley & Co. LLC
By: Sean Greene
Adam E. Polk (SBN 273000)
Sean Greene (SBN 328718)
GIRARD SHARP LLP
David W. Hall (SBN 274921)
Armen Zohrabian (SBN 230492)
THE HALL FIRM, LTD.
Attorneys for Plaintiff Stephen Rossi
JOINT STIPULATION AND ORDER (I) CONCERNING REMAND AND (II) TO STAY PROCEEDINGS
HONORABLE HAYWOOD S. GILLIAM, JR. UNITED STATES DISTRICT JUDGE
Pursuant to Civil Local Rule 7-12, Plaintiff Stephen Rossi (“Plaintiff”) and Defendants Anthony DeChellis, Christopher Cooper, and Morgan Stanley & Co. LLC (collectively, “Defendants” and, together with Plaintiff, the “Parties”), by and through their undersigned counsel, hereby stipulate as follows:
WHEREAS, on February 15, 2024, Plaintiff commenced this action against Defendants by filing the Complaint (ECF No. 1-2) in the Superior Court of the State of California, County of Santa Clara (the “State Court”), Case No. 24CV431200;
WHEREAS, on March 18, 2024, Defendants removed this action from State Court to this Court (ECF No. 1);
WHEREAS, on March 27, 2024, Plaintiff filed an Administrative Motion To Consider Whether Cases Should Be Related (No. 4:23-cv-02277-HSG, ECF No. 86) (the “Administrative Motion”), which sought to have this case deem related to Stevenson v. Becker, No. 4:23-cv-02277-HSG (N.D. Cal.) (“Stevenson”), and Rossi v. Becker, No. 4:23-cv-02335-HSG (N.D. Cal.) (“Rossi I”) and reassigned to this Court;
WHEREAS, on April 11, 2024, the Court issued an order deeming this action related to Stevenson, and reassigned the action to this Court (ECF No. 19);
WHEREAS, on March 25, 2024, the Parties filed a Joint Stipulation to Extend Time to Respond to the Complaint (ECF No. 14), which extended Defendants' time to respond to the Complaint pending a decision on Plaintiff's then-forthcoming Administrative Motion;
WHEREAS, plaintiffs in Stevenson and Rossi I filed motions to remand those actions to the State Court, (the “Remand Motions”), and the Parties to the Stevenson and Rossi I actions briefed and argued those motions to remand before the Honorable Haywood S. Gilliam, Jr. (Stevenson, ECF. Nos. 56, 66, 70, 77; Rossi I, ECF. Nos. 39, 49, 50, 57);
WHEREAS, on March 28, 2024, this Court denied the Remand Motions (No. 4:23-cv-02277-HSG, at ECF No. 87; No. 4:23-cv-02335-HSG, at ECF No. 60, the “March 28 Order”) and further held that “the interests of clarity would be best served by definitive guidance from the Ninth Circuit as to the recurring legal question of whether Section 22(a) of the 1933 Securities Act [(“1933 Act”)] bars removal of even actions ‘related to' a bankruptcy action pursuant to Section 1452(a),” and thus directed the Parties to the Stevenson and Rossi I actions to submit a stipulation and proposed order certifying an interlocutory appeal of the March 28 Order to the U.S. Court of Appeals for the Ninth Circuit pursuant to 28 U.S.C. § 1292(b) (the “Interlocutory Appeal”);
WHEREAS, Plaintiff believes remand of this action to State Court is appropriate on the same bases set forth in the Remand Motions, and Defendants oppose remand;
WHEREAS, Plaintiff and Defendants agree that the March 28 Order shall be determinative of whether this action is remanded to the State Court unless the March 28 Order is reversed, vacated, or modified by the Interlocutory Appeal in which case the determination of the remand issue by the U.S. Court of Appeals for the Ninth Circuit in the Interlocutory Appeal shall be determinative of whether this action is remanded to the State Court;
WHEREAS, on April 11, 2024, pursuant to stipulation, the Court ordered that, upon a ruling relating this action to the Stevenson and Rossi I actions that the parties to this action shall submit a stipulation, subject to Court approval, staying the proceedings in this case pending determination of the Interlocutory Appeal (ECF No. 22);
WHEREAS, the Parties agree that staying the proceedings in this action pending the resolution of the forthcoming Interlocutory Appeal will best serve the interests of judicial economy, conservation of time and resources, and orderly management of this action;
WHEREAS, the Parties previously stipulated to one extension of Defendants' time to respond to the Complaint pending a decision on the Administrative Motion; the Parties do not enter into this stipulation for the purpose of delay, and the Court has not yet scheduled any pretrial or trial dates; and
WHEREAS, no party will be prejudiced by this stipulated stay.
NOW THEREFORE, the Parties hereby stipulate and agree as follows:
1. The March 28 Order shall be binding on the Parties with respect to, and determinative of, whether this action shall be remanded to the State Court, unless the March 28 Order is reversed, vacated, or modified by the Interlocutory Appeal, in which case the determination of the remand issue by the U.S. Court of Appeals for the Ninth Circuit in the Interlocutory Appeal shall be determinative of whether this action is remanded to the State Court.
2. The proceedings in district court in this action will be stayed pending the resolution of the forthcoming Interlocutory Appeal, no Defendant shall have any obligation to answer or otherwise respond to the Complaint prior to resolution of the forthcoming Interlocutory Appeal and a schedule is thereafter set for Defendants to respond, and all other deadlines in this action shall be adjourned sine die pending resolution of the Interlocutory Appeal. This Stipulation is entered into without prejudice to any party seeking any interim relief.
3. Nothing in this Stipulation shall be construed as a waiver of any of Defendants' rights or positions in law or equity, or as a waiver of any defenses, except as to sufficiency of service of process, that Defendants would otherwise have, including, without limitation, jurisdictional defenses.
IT IS SO STIPULATED.
PURSUANT TO STIPULATION, IT IS SO ORDERED: