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STIPULATION AND ORDER REGARDING STAY OF

CASE PENDING RESOLUTION OF MOTIONS TO

DISMISS RELATED SECURITIES CLASS ACTION

OHSUSA:766402781.1

JAMES N. KRAMER (SBN 154709)

jkramer@orrick.com

ALEXANDER K. TALARIDES (SBN 268068)

atalarides@orrick.com 

SUZETTE J. PRINGLE (SBN 273116)

springle@orrick.com 

ORRICK, HERRINGTON & SUTCLIFFE LLP

The Orrick Building

405 Howard Street

San Francisco, CA 94105-2669

Telephone: (415) 773-5700

Facsimile: (415) 773-5759

Attorneys for Nominal Defendant

PayPal Holdings, Inc. and Individual Defendants

Daniel H. Schulman, John D. Rainey, Patrick 

L.A. Dupuis, Wences Casares, Jonathan 

Christodoro, John J. Donahoe, David W. 

Dorman, Gail J. McGovern, David M. Moffett, 

Pierre M. Omidyar and Frank D. Yeary

[additional counsel appear on following page]

UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF CALIFORNIA

STEPHEN SILVERMAN, derivatively on 

behalf of PAYPAL HOLDINGS, INC.,

Plaintiff,

v.

DANIEL H. SCHULMAN, JOHN D. 

RAINEY, PATRICK L.A. DUPUIS, 

WENCES CASARES, JONATHAN 

CHRISTODORO, JOHN J. DONAHOE, 

DAVID W. DORMAN, GAIL J. 

MCGOVERN, DAVID M. MOFFETT, 

PIERRE M. OMIDYAR, and FRANK D. 

YEARY, 

Defendants,

and

PAYPAL HOLDINGS, INC.,

Nominal Defendant.

Case No. 5:17-cv-00162-RS

STIPULATION AND [PROPOSED] 

ORDER REGARDING STAY OF 

CASE PENDING RESOLUTION OF 

MOTIONS TO DISMISS RELATED 

SECURITIES CLASS ACTION

Case 3:17-cv-00162-RS Document 16 Filed 02/08/17 Page 1 of 5
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-1-

STIPULATION AND ORDER REGARDING STAY OF

CASE PENDING RESOLUTION OF MOTIONS TO

DISMISS RELATED SECURITIES CLASS ACTION

OHSUSA:766402781.1

Evan J. Smith

BRODSKY & SMITH, LLC

9595 Wilshire Blvd.

Beverly Hills, CA 90212

Telephone: (877) 534-2590

Jeffrey J. Ciarlanto

Joseph M. Profy

David M. Promisloff

PROFY, PROMISLOFF & CIARLANTO, P.C.

100 N. 22nd Street, Unit 105

Philadelphia, PA 19103

Telephone: (215) 529-5156

Alfred G. Yates, Jr.

Gerald L. Rutledge

LAW OFFICE OF ALFRED G. YATES, JR., P.C.

519 Allegheny Building

429 Forbes Avenue

Pittsburg, PA 15219

Telephone: (412) 391-5164

Attorneys for Plaintiff Stephen Silverman

Case 3:17-cv-00162-RS Document 16 Filed 02/08/17 Page 2 of 5
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-2-

STIPULATION AND ORDER REGARDING STAY OF

CASE PENDING RESOLUTION OF MOTIONS TO

DISMISS RELATED SECURITIES CLASS ACTION

OHSUSA:766402781.1

WHEREAS, on January 12, 2017, Plaintiff Stephen Silverman filed this putative 

shareholder derivative action lawsuit (“Action”) purportedly on behalf of PayPal Holdings, Inc. 

(“PayPal”) asserting claims for breach of fiduciary duty, unjust enrichment and violations of 

Section 14(a) of the Securities Exchange Act of 1934 against Daniel H. Schulman, John D. 

Rainey, Patrick L.A. Dupuis, Wences Casares, Jonathan Christodoro, John J. Donahoe, David W. 

Dorman, Gail J. McGovern, David M. Moffett, Pierre M. Omidyar and Frank D. Yeary (the 

“Individual Defendants”);

WHEREAS, on December 28, 2016, a related putative securities class action lawsuit

captioned Cho v. PayPal Holdings, Inc., et al., Case No. 3:16-cv-07371-RS (N.D. Cal.) (“Related 

Securities Class Action”) was filed in this Court against PayPal and certain of the Individual 

Defendants, alleging violations of the federal securities laws based on substantially the same facts 

and circumstances at issue in this Action;

WHEREAS, on February 8, 2017, the Court entered an order formally relating this Action 

with the Related Securities Class Action;

WHEREAS, the outcome of the anticipated motions to dismiss the Related Securities 

Class Action will be informative to the litigation of this Action;

WHEREAS, the defendants in the Related Securities Class Action intend to file motions

to dismiss directed at the pleadings pursuant to Fed. R. Civ. P. 12(b)(6) and the Private Securities 

Litigation Reform Act of 1995;

WHEREAS, the parties agree that a stay of this Action pending resolution of the 

anticipated motions to dismiss directed at the pleadings in the Related Securities Class Action is 

appropriate in that it will avoid inefficiencies and duplicative efforts, will better preserve the 

resources of the Court and the parties, and will more closely align the proceedings in this Action 

with the proceedings in the Related Securities Class Action;

IT IS HEREBY STIPULATED AND AGREED, by and among the parties listed below, 

by their undersigned counsel, subject to approval of the Court, as follows:

1. The parties agree that a temporary stay of this Action pending resolution of the 

anticipated motions to dismiss directed at the pleadings in the Related Securities Class Action is 

Case 3:17-cv-00162-RS Document 16 Filed 02/08/17 Page 3 of 5
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STIPULATION AND ORDER REGARDING STAY OF

CASE PENDING RESOLUTION OF MOTIONS TO

DISMISS RELATED SECURITIES CLASS ACTION

OHSUSA:766402781.1

appropriate in that it will avoid inefficiencies and duplicative efforts, will better preserve the 

resources of the Court and the parties, and will more closely align the proceedings in this Action 

with the proceedings in the Related Securities Class Action. 

2. The proceedings in this Action shall be temporarily stayed pending the ruling on 

the anticipated motions to dismiss directed at the pleadings filed in the Related Securities Class 

Action; the stay shall remain in effect until thirty (30) days following the filing of an order 

resolving those motions to dismiss.

3. Plaintiff will have thirty (30) days from the filing of an order ruling on the motions

to dismiss filed in the Related Securities Class Action to file an amended complaint in this 

Action. PayPal and/or the Individual Defendants will answer, move against, or otherwise respond 

to the amended complaint within thirty (30) days after Plaintiff files the amended complaint.

4. In the event that PayPal and/or the Individual Defendants file and serve any 

motions directed at the amended complaint, Plaintiff shall file and serve his opposition within 

thirty (30) days after service of PayPal’s and/or the Individual Defendants’ motion(s). If PayPal 

and/or the Individual Defendants file and serve replies to Plaintiff’s opposition, they will do so 

within fifteen (15) days after service of Plaintiff’s opposition. Counsel agree to confer to select a 

hearing date.

5. Any party may cause the stay to be lifted upon 30 days’ written notice, after which 

point the briefing schedule set forth in paragraphs 3 and 4 will be in effect starting on the date the 

Court enters an order lifting the stay

6. In the event that a mediation is held in an effort to settle the Related Securities 

Class Action during the pendency of the stay, counsel for PayPal and/or the Individual 

Defendants shall provide Plaintiff’s counsel with reasonable notice of said mediation. 

7. Counsel for PayPal and/or the Individual Defendants will notify Plaintiff’s counsel 

if any other shareholder derivative proceedings are initiated on behalf of PayPal based on the 

same set of facts alleged in this Action.

Case 3:17-cv-00162-RS Document 16 Filed 02/08/17 Page 4 of 5
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STIPULATION AND ORDER REGARDING STAY OF

CASE PENDING RESOLUTION OF MOTIONS TO

DISMISS RELATED SECURITIES CLASS ACTION

OHSUSA:766402781.1

Dated: February 8, 2017 JAMES N. KRAMER

ALEXANDER K. TALARIDES

SUZETTE J. PRINGLE

Orrick, Herrington & Sutcliffe LLP

/s/ Alexander K. Talarides

ALEXANDER K. TALARIDES

Attorneys for Nominal Defendant

PayPal Holdings, Inc., and Individual Defendants

Daniel H. Schulman, John D. Rainey, Patrick L.A. 

Dupuis, Wences Casares, Jonathan Christodoro, John 

J. Donahoe, David W. Dorman, Gail J. McGovern, 

David M. Moffett, Pierre M. Omidyar and Frank D. 

Yeary

I, Alexander K. Talarides, am the ECF user whose ID and password are being used to file 

this Stipulation and [Proposed] Order Regarding Stay of Case Pending Resolution of Motions to 

Dismiss Related Securities Class Action. In compliance with General Order 45, X.B., I hereby 

attest that Evan J. Smith has concurred in this filing.

Dated: February 8, 2017 EVAN J. SMITH

BRODSKY & SMITH, LLC

/s/ Evan J. Smith

EVAN J. SMITH

Attorneys for Plaintiff Stephen Silverman

***

ORDER

Based on the stipulation of the signed parties, and good cause appearing, IT IS HEREBY 

ORDERED that the Stipulation is approved. 

It is so ORDERED.

DATED: _______________________

THE HONORABLE RICHARD SEEBORG

UNITED STATES DISTRICT JUDGE

2/8/17

Case 3:17-cv-00162-RS Document 16 Filed 02/08/17 Page 5 of 5