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STIPULATION AND ORDER REGARDING BRIEFING

SCHEDULE FOR MOTIONS TO DISMISS - (LEAD

CASE NO. 5:17-CV-000162-RS) 

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 

UNITED STATES DISTRICT COURT 

NORTHERN DISTRICT OF CALIFORNIA 

IN RE PAYPAL HOLDINGS, INC. 

SHAREHOLDER DERIVATIVE LITIGATION 

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

(Consolidated with No. 3:17-cv-02206-RS; 3:17-

cv-02428-RS; and 5:17-cv-02446-RS) 

STIPULATION AND [PROPOSED] ORDER 

REGARDING BRIEFING SCHEDULE FOR 

MOTIONS TO DISMISS 

This Document Relates To: 

ALL ACTIONS 
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STIPULATION AND ORDER REGARDING BRIEFING

SCHEDULE FOR MOTIONS TO DISMISS - (LEAD

CASE NO. 5:17-CV-000162-RS) 

OHSUSA:767220484.1 

WHEREAS, between on January 12, 2017 and April 28, 2017, four related putative 

shareholder derivative lawsuits (the “Related Derivative Actions”)1 were filed in or transferred to 

this Court purportedly on behalf Nominal Defendant PayPal Holdings, Inc. (“PayPal” or 

“Nominal Defendant”), 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 June 30, 2017, the Court entered an order consolidating the Related 

Derivative Actions under the caption In re PayPal Holdings, Inc. Shareholder Derivative 

Litigation, Lead Case No. 5:17-cv-00162-RS (the “Consolidated Derivative Action”), and 

designating Co-Lead Counsel for Plaintiffs in the Consolidated Derivative Action (the 

“Consolidation Order”); 

WHEREAS, on July 31, 2017, in accordance with the Consolidation Order, Plaintiffs 

designated the complaint filed in Liss v. Schulman, et al., Case No. 5:17-cv-02446-RS as the 

operative complaint in this Consolidated Derivative Action (the “Operative Complaint”); 

WHEREAS, in accordance with the Consolidation Order, the parties have met and 

conferred regarding a briefing schedule for PayPal’s and the Individual Defendants’ anticipated 

motions to dismiss; 

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. PayPal shall have forty-five (45) days from the Court’s order approving this 

stipulation to file and serve its motion to dismiss the Operative Complaint pursuant Fed. R. Civ. 

23.1 (the “Company’s Motion to Dismiss”); 

1 Silverman v. Schulman, et al., Case No. 5:17-cv-00162-RS; Seeman v. Schulman, et al., Case 

No. 3:17-cv-02206-RS; Sims v. Schulman, et al., Case No. 3:17-cv-02428-RS; and Liss v. 

Schulman, et al., Case No. 5:17-cv-02446-RS.
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- 1 - 

STIPULATION AND ORDER REGARDING BRIEFING

SCHEDULE FOR MOTIONS TO DISMISS - (LEAD

CASE NO. 5:17-CV-000162-RS) 

OHSUSA:767220484.1 

2. Plaintiffs shall file and serve their opposition to the Company’s Motion to Dismiss 

within forty-five (45) days after service of the Company’s Motion to Dismiss. 

3. PayPal shall file and serve its reply, if any, to Plaintiffs’ opposition within twenty 

(20) days after service of Plaintiffs’ opposition. 

4. The Individual Defendants shall not be required to answer or otherwise respond to 

the Operative Complaint unless and until the Court issues a ruling denying the Company’s 

Motion to Dismiss. In the event the Court denies the Company’s Motion to Dismiss, the parties 

shall meet and confer within seven (7) days of that ruling and propose a schedule with the Court 

regarding further proceedings in the Consolidated Derivative Action, including the filing of the 

Individual Defendants’ answers or any anticipated motions to dismiss. 

Dated: August 14, 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 Briefing Schedule for Motions to Dismiss. In 

compliance with General Order 45, X.B., I hereby attest that Shane P. Sanders has concurred in 

this filing. 
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- 2 - 

STIPULATION AND ORDER REGARDING BRIEFING

SCHEDULE FOR MOTIONS TO DISMISS - (LEAD

CASE NO. 5:17-CV-000162-RS) 

OHSUSA:767220484.1 

Dated: August 14, 2017 SHANE P. SANDERS

ROBBINS ARROYO LLP 

/s/ Shane P. Sanders 

Shane P. Sanders 

Counsel for Plaintiffs Steve Sims and Edith Liss and 

Co-Lead Counsel for All Plaintiffs

*** 

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

8/14/17