Opinion
MELVIN R. GOLDMAN (BAR NO. 34097), JORDAN ETH (BAR NO. 121617), jeth@mofo.com, JUDSON E. LOBDELL (BAR NO. 146041), MARK FOSTER (BAR NO. 223682), MORRISON & FOERSTER LLP, San Francisco, California, Attorneys for Nominal Defendant The Clorox Company; Defendants Daniel Boggan, Jr., Richard T. Conti, Tully M. Friedman, Daniel J. Heinrich, Gerald E. Johnston, Robert W. Matschullat, Dean O. Morton, Lawrence S. Peiros, Karen M. Rose, Lary R. Scott, G. Craig Sullivan, and Carolyn M. Ticknor; and Specially Appearing Defendants William F. Ausfahl, Peter Bewley, Anthony W. Biebl, Janet M. Brady, John W. Collins, Edward A. Cutter, Wayne Delker, Warwick Every-Burns, Pam Fletcher, Gregory Frank, George J. Harad, Christoph Henkel, William R. Johnson, David Matz, Gary G. Michael, Klaus Morwind, Jan L. Murley, George C. Roeth, Glenn Savage, Edward L. Scarff, Michael E. Shannon, Forest N. Shumway, Daniel G. Simpson, Laura Stein, Frank Tataseo, Pamela Thomas-Graham, James A. Vohs, Scott Weiss, and C.A. Wolfe.
ROBBINS UMEDA & FINK, LLP San Diego, CA.
STIPULATION AND [PROPOSED] ORDER EXTENDING TIME FOR (1) PLAINTIFF TO OPPOSE THE CLOROX COMPANY'S MOTION TO DISMISS AND (2) THE INDIVIDUAL DEFENDANTS TO RESPOND TO PLAINTIFF'S AMENDED SHAREHOLDER DERIVATIVE COMPLAINT
MARTIN J. JENKIN, District Court Judge.
Pursuant to Civil Local Rules 6-1, 6-2, 7-12, and paragraph 7 of the Court's Standing Order, Plaintiff Doris Staehr, Nominal Defendant The Clorox Company ("Clorox"), and the other defendants who have been served to date, which include, Nominal Defendant The Clorox Company; Defendants Daniel Boggan, Jr., Richard T. Conti, Tully M. Friedman, Daniel J. Heinrich, Gerald E. Johnston, Robert W. Matschullat, Dean O. Morton, Lawrence S. Peiros, Karen M. Rose, Lary R. Scott, G. Craig Sullivan, and Carolyn M. Ticknor; and Specially Appearing Defendants William F. Ausfahl, Peter Bewley, Anthony W. Biebl, Janet M. Brady, John W. Collins, Edward A. Cutter, Wayne Delker, Warwick Every-Burns, Pam Fletcher, Gregory Frank, George J. Harad, Christoph Henkel, William R. Johnson, David Matz, Gary G. Michael, Klaus Morwind, Jan L. Murley, George C. Roeth, Glenn Savage, Edward L. Scarff, Michael E. Shannon, Forest N. Shumway, Daniel G. Simpson, Laura Stein, Frank Tataseo, Pamela Thomas-Graham, James A. Vohs, Scott Weiss, and C.A. Wolfe ("Individual Defendants"), hereby stipulate as follows:
1. On November 3, 2006, Plaintiff filed her Amended Shareholder Derivative Amended Complaint (the "Amended Complaint"), which was removed to this Court on December 1, 2006. Eth Declaration. ¶ 2.
Citations to the "Eth Declaration" are to the Declaration of Jordan Eth ( see Docket Item No. 14) that is being filed concurrently with and in support of this Stipulation pursuant to the requirements of the Court's Standing Order.
2. In her Amended Complaint, Plaintiff asserts derivative claims on behalf of Clorox against the Individual Defendants. Id. ¶ 3.
3. On December 22, 2006, Clorox moved to dismiss the Amended Complaint pursuant to Federal Rules of Civil Procedure 23.1 and 41(b), approximately one month before the January 19, 2007 response deadline established by the parties' stipulation, which this Court granted on December 6, 2006. Id. ¶ 4.
4. The parties have met and conferred and agree that it will promote efficient and orderly administration of justice if the time allowed for Plaintiff to oppose Clorox's motion to dismiss is extended. Id. ¶ 5.
5. The parties further agree that it will promote the efficient and orderly administration of justice if the Individual Defendants are not required to respond to the Amended Complaint unless and until after the Court makes the threshold determinations that demand on the Clorox's Board of Directors (the "Board") is excused and Plaintiff has standing pursuant to Federal Rule of Civil Procedure 23.1 to proceed with her derivative claims on behalf of Clorox against the Individual Defendants. Id. ¶ 6.
6. In light of the unique circumstances of this case, the parties further agree that these scheduling adjustments make sense.
7. By entering into this Stipulation, the Specially-Appearing defendants do not waive, and expressly reserve, any jurisdictional defenses that they may have.
THEREFORE, the parties hereby stipulate, subject to the Court's approval, that:
1. Plaintiff shall file her opposition brief to Clorox's motion to dismiss, if any, on or before February 16, 2007.
2. Clorox shall file its reply brief on or before March 9, 2007.
3. The hearing on Clorox's motion to dismiss shall be reset from February 13, 2007 to March 27, 2007, at 9:30 a.m., or as soon thereafter as convenient for the Court.
4. The Individual Defendants shall not be required to respond to the Amended Complaint (or further amended complaint) unless and until thirty days after the Court makes the threshold determinations that demand on the Board is excused and Plaintiff has standing pursuant to Federal Rule of Civil Procedure 23.1 to proceed with her derivative claims on behalf of Clorox against the Individual Defendants.
[PROPOSED] ORDER
On the stipulation of the parties, and good cause appearing, IT IS SO ORDERED.