STIPULATION & [PROPOSED] ORDER CONSOLIDATING RELATED DERIVATIVE ACTIONS 

AND APPOINTING LEAD COUNSEL FOR PLAINTIFFS 

Lead Case No. 5:17-cv-00787-LHK 

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ROBBINS ARROYO LLP 

BRIAN J. ROBBINS (#190264) 

FELIPE J. ARROYO (#163803) 

SHANE P. SANDERS (#237146) 

600 B Street, Suite 1900 

San Diego, CA 92101 

Telephone: (619) 525-3990 

Facsimile: (619) 525-3991 

E-mail: brobbins@robbinsarroyo.com 

farroyo@robbinsarroyo.com 

ssanders@robbinsarroyo.com 

Attorneys for Plaintiffs 

UNITED STATES DISTRICT COURT 

NORTHERN DISTRICT OF CALIFORNIA 

SAN JOSE DIVISION 

DAVID SUMMER, Derivatively on Behalf of 

Behalf of YAHOO! INC., 

Plaintiff, 

v. 

MARISSA A. MAYER, DAVID FILO, 

KENNETH A. GOLDMAN, ERIC K. 

BRANDT, MAYNARD G. WEBB, JR., 

THOMAS J. MCINERNEY, JANE E. SHAW, 

CATHERINE J. FRIEDMAN, TOR R. 

BRAHAM, EDDY W. HARTENSTEIN, 

RICHARD S. HILL, JEFFREY C. SMITH, 

MAX R. LEVCHIN, SUSAN M. JAMES, 

CHARLES R. SCHWAB, H. LEE SCOTT, 

JR., and PETER LIGUORI, 

Defendants, 

and 

YAHOO! INC., a Delaware corporation, 

Nominal Defendant. 

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Case No. 5:17-cv-00787-LHK

STIPULATION AND [PROPOSED] 

ORDER CONSOLIDATING RELATED 

DERIVATIVE ACTIONS AND 

APPOINTING LEAD COUNSEL FOR 

PLAINTIFFS 

Date Action Filed: February 16, 2017 

[Caption continued on next page.]
STIPULATION & [PROPOSED] ORDER CONSOLIDATING RELATED DERIVATIVE ACTIONS 

AND APPOINTING LEAD COUNSEL FOR PLAINTIFFS 

Lead Case No. 5:17-cv-00787-LHK 

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JAY BOWSER, Derivatively on Behalf of 

Behalf of YAHOO! INC., 

Plaintiff, 

v. 

MARISSA A. MAYER, DAVID FILO, 

KENNETH A GOLDMAN, ERIC K. 

BRANDT, MAYNARD G. WEBB, JR., 

THOMAS J. MCINERNEY, JANE E. SHAW, 

CATHERINE J. FRIEDMAN, TOR R. 

BRAHAM, EDDY W. HARTENSTEIN, 

RICHARD S. HILL, JEFFREY C. SMITH, 

MAX R. LEVCHIN, SUSAN M. JAMES, 

CHARLES R. SCHWAB, H. LEE SCOTT, 

JR., and PETER LIGUORI, 

Defendants, 

and 

YAHOO! INC., a Delaware corporation, 

Nominal Defendant. 

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Case No. 5:17-cv-00810-LHK

Date Action Filed: February 17, 2017 
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STIPULATION & [PROPOSED] ORDER CONSOLIDATING RELATED DERIVATIVE ACTIONS 

AND APPOINTING LEAD COUNSEL FOR PLAINTIFFS 

Lead Case No. 5:17-cv-00787-LHK 

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WHEREAS, there are presently two related stockholder derivative actions currently 

pending in this District against the Individual Defendants,1 who are certain current and former 

directors and officers of nominal defendant Yahoo! Inc. ("Yahoo") (Yahoo, together with the 

Individual Defendants, is collectively referred to herein as "Defendants"): Summer v. Mayer, et 

al., Case No. 5:17-cv-00787-LHK and Bowser v. Mayer, et al., Case No. 5:17-cv-00810-LHK 

(together, the "Related Derivative Actions");2

WHEREAS, under Fed. R. Civ. P. 42(a), when actions involve "a common question of 

law or fact," the Court may "(1) join for hearing or trial any or all matters at issue in the actions; 

(2) consolidate the actions; or (3) issue any other orders to avoid unnecessary cost or delay"; 

WHEREAS, the Related Derivative Actions challenge similar alleged conduct by 

Yahoo's directors and executive officers and involve common questions of law and fact; 

WHEREAS, the parties therefore respectfully submit that consolidation of the Related 

Derivative Actions is appropriate; 

WHEREAS, to avoid potentially duplicative actions and to prevent any waste of the 

Court's resources, the parties agree that the Related Derivative Actions should be related and 

 

1

 The "Individual Defendants" include Marissa A. Mayer, David Filo, Kenneth A. Goldman, Eric 

K. Brandt, Maynard G. Webb, Jr., Thomas J. McInerney, Jane E. Shaw, Catherine J. Friedman, 

Tor R. Braham, Eddy W. Hartenstein, Richard S. Hill, Jeffrey C. Smith, Max R. Levchin, Susan 

M. James, Charles R. Schwab, H. Lee Scott, Jr., and Peter Liguori. 

2

 Additionally, one consolidated putative class action alleging violations of the federal securities 

laws against Yahoo and certain Yahoo officers is pending in this District: In re Yahoo! Inc. 

Securities Litigation, Case No. 5:17-cv-00373-LHK (the "Securities Class Action"). The Related 

Derivative Actions assert different claims for liability but involve some of the same parties and 

factual allegations as the Securities Class Action. For clarity, the Related Derivative Actions and 

the Securities Class Action should not be consolidated with one another. While the Related 

Derivative Actions and the Securities Class Action should be related under Civil Local Rule 3-

12, they are not suitable for consolidation because, among other reasons, the Securities Class 

Action alleges violations of the federal securities laws against Yahoo, whereas plaintiffs in the 

Related Derivative Actions purport to bring claims on behalf of Yahoo. 
-2- 

STIPULATION & [PROPOSED] ORDER CONSOLIDATING RELATED DERIVATIVE ACTIONS 

AND APPOINTING LEAD COUNSEL FOR PLAINTIFFS 

Lead Case No. 5:17-cv-00787-LHK 

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consolidated for all purposes, including pre-trial proceedings and trial, into a single consolidated 

action (hereinafter referred to as the "Consolidated Derivative Action"); 

WHEREAS, the parties agree that Robbins Arroyo LLP shall be designated as Lead 

Counsel representing plaintiffs in the Consolidated Derivative Action; 

WHEREAS, it is anticipated that plaintiffs will file a consolidated amended complaint, 

and Defendants anticipate filing one or more motions to dismiss; 

WHEREAS, counsel for the undersigned parties agree that deferring the response 

deadlines for all Defendants until after plaintiffs file their anticipated consolidated amended 

complaint will conserve party and judicial resources; and 

WHEREAS, the parties further agree that an initial case management conference, 

attendant deadlines, and related ADR procedures are premature prior to Defendants' anticipated 

motions to dismiss and should be deferred until the Court issues a ruling on Defendants' 

anticipated motions to dismiss. 

WHEREFORE, the parties, through their undersigned counsel, hereby agree, stipulate, 

and respectfully request that the Court enter an Order as follows: 

1. Defendants hereby acknowledge service of the summonses and complaints in the 

Related Derivative Actions. Aside from defenses and objections related to the absence of a 

summons or of service, Defendants expressly reserve all defenses and objections to the 

complaints filed in the Related Derivative Actions and any complaints filed in the Consolidated 

Derivative Action, including but not limited to defenses based on lack of personal jurisdiction 

and improper venue. 

2. Defendants need not answer, move or otherwise respond to any of the complaints 

currently filed in the Related Derivative Actions. 

3. The following actions shall be consolidated for all purposes, including pre-trial 

proceedings and trial, into one consolidated action: 
-3- 

STIPULATION & [PROPOSED] ORDER CONSOLIDATING RELATED DERIVATIVE ACTIONS 

AND APPOINTING LEAD COUNSEL FOR PLAINTIFFS 

Lead Case No. 5:17-cv-00787-LHK 

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Case Name Case No. Filing Date 

Summer v. Mayer, et al. 5:17-cv-00787-LHK February 16, 2017 

Bowser v. Mayer, et al. 5:17-cv-00810-LHK February 17, 2017 

4. Every pleading filed in the Consolidated Derivative Action, or in any separate 

action included herein, must bear the following caption: 

UNITED STATES DISTRICT COURT 

FOR THE NORTHERN DISTRICT OF CALIFORNIA 

IN RE YAHOO! INC. 

SHAREHOLDER DERIVATIVE 

LITIGATION 

___________________________________

This Document Relates To: 

ALL ACTIONS. 

Lead Case No. 5:17-cv-00787-LHK 

(Consolidated with No. 5:17-cv-00810-LHK) 

Hon. Lucy H. Koh 

Courtroom: 8, 4th Floor 

5. The files of the Consolidated Derivative Action will be maintained in one master 

file under Lead Case No. 5:17-cv-00787-LHK. 

6. Lead Counsel for plaintiffs for the conduct of In re Yahoo! Inc. Shareholder 

Derivative Litigation, Lead Case No. 5:17-cv-00787-LHK, is designated as follows: 

ROBBINS ARROYO LLP 

BRIAN J. ROBBINS 

FELIPE J. ARROYO 

SHANE P. SANDERS 

600 B Street, Suite 1900 

San Diego, CA 92101 

Telephone: (619) 525-3990 

Facsimile: (619) 525-3991 

brobbins@robbinsarroyo.com 

farroyo@robbinsarroyo.com 

ssanders@robbinsarroyo.com 

7. Plaintiffs' Lead Counsel will be responsible for coordinating all activities and 

appearances on behalf of plaintiffs and for the dissemination of notices and orders of this Court. 
-4- 

STIPULATION & [PROPOSED] ORDER CONSOLIDATING RELATED DERIVATIVE ACTIONS 

AND APPOINTING LEAD COUNSEL FOR PLAINTIFFS 

Lead Case No. 5:17-cv-00787-LHK 

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The parties further agree that no motion, request for discovery, or other pre-trial or trial 

proceedings will be initiated or filed by any plaintiffs except through plaintiffs' Lead Counsel. 

8. Defendants' counsel may rely upon all agreements made with any of plaintiffs' 

Lead Counsel, or other duly authorized representative of plaintiffs' Lead Counsel, and such 

agreements will be binding on plaintiffs. 

9. This Order shall apply to each purported derivative action arising out of the same 

or substantially the same transactions or events as the Related Derivative Actions that is 

subsequently filed in, removed to, or transferred to this Court. 

10. If a case that properly belongs as part of In re Yahoo! Inc. Shareholder Derivative 

Litigation, Lead Case No. 5:17-cv-00787-LHK, is hereafter filed in this Court or transferred here 

from another court, plaintiffs' Lead Counsel shall promptly call to the attention of the Clerk of 

the Court the filing or transfer of any case that might properly be consolidated as part of In re 

Yahoo! Inc. Shareholder Derivative Litigation, Lead Case No. 5:17-cv-00787-LHK. 

11. In the interest of efficiency and avoidance of unnecessary duplication of effort or 

judicial resources by the Court or the parties, it is further Ordered that (i) within twenty-one (21) 

days of the entry of an order consolidating the Related Derivative Actions, Plaintiffs' shall file a 

consolidated complaint, and (ii) the parties shall meet and confer within seven (7) days of 

Plaintiffs filing the consolidated complaint and propose a schedule with the Court regarding 

further proceedings in the Consolidated Derivative Action, including the filing of Defendants' 

anticipated motions to dismiss. In the event counsel for the parties are unable to agree on a 

proposed schedule for the conduct of further proceedings, plaintiffs' Lead Counsel and counsel 

for the Defendants shall submit a joint status report setting forth their respective views regarding 

further proceedings in the Consolidated Derivative Action. 

12. The initial case management conference currently scheduled for May 24, 2017, 

attendant deadlines, and related ADR procedures shall be deferred until the Court issues a ruling 

on Defendants' anticipated motions to dismiss. 
-5- 

STIPULATION & [PROPOSED] ORDER CONSOLIDATING RELATED DERIVATIVE ACTIONS 

AND APPOINTING LEAD COUNSEL FOR PLAINTIFFS 

Lead Case No. 5:17-cv-00787-LHK 

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13. Pursuant to Fed. R. Civ. P. 5(b)(2)(E), all parties consent to service by e-mail of 

any document required to be served in the Consolidated Derivative Action. 

IT IS SO STIPULATED. 

Dated: May 12, 2017 ROBBINS ARROYO LLP 

BRIAN J. ROBBINS 

FELIPE J. ARROYO 

SHANE P. SANDERS 

/s/ Shane P. Sanders

SHANE P. SANDERS 

 

600 B Street, Suite 1900 

San Diego, CA 92101 

Telephone: (619) 525-3990 

Facsimile: (619) 525-3991 

E-mail: brobbins@robbinsarroyo.com 

farroyo@robbinsarroyo.com 

ssanders@robbinsarroyo.com 

Counsel for Plaintiffs David Summer 

and Jay Bowser and [Proposed] Lead 

Counsel for Plaintiffs 

 

Dated: May 12, 2017 MORRISON & FOERSTER LLP 

JUDSON LOBDELL 

/s/ Judson Lobdell 

JUDSON LOBDELL 

425 Market Street 

San Francisco, CA 94105 

Telephone: (415) 268-6717 

Facsimile: (415) 268-7522 

E-mail: JLobdell@mofo.com 

Counsel for Defendants

 

 

 
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STIPULATION & [PROPOSED] ORDER CONSOLIDATING RELATED DERIVATIVE ACTIONS 

AND APPOINTING LEAD COUNSEL FOR PLAINTIFFS 

Lead Case No. 5:17-cv-00787-LHK 

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SIGNATURE ATTESTATION 

 I, Shane P. Sanders, am the ECF user whose identification and password are being used to 

file the foregoing Stipulation and [Proposed] Order Consolidating Related Derivative Actions 

and Appointing Lead Counsel for Plaintiffs. In compliance with Civil L.R. 5-1(i)(3), I hereby 

attest that concurrence in the filing of this document has been obtained. 

Dated: May 12, 2017 /s/ Shane P. Sanders 

SHANE P. SANDERS 

**** 

ORDER 

PURSUANT TO STIPULATION, IT IS SO ORDERED. 

DATED: _______________________ ______________________________________ 

 HON. LUCY H. KOH

UNITED STATES DISTRICT COURT 

1157744 

 

May 15, 2017
-7- 

STIPULATION & [PROPOSED] ORDER CONSOLIDATING RELATED DERIVATIVE ACTIONS 

AND APPOINTING LEAD COUNSEL FOR PLAINTIFFS 

Lead Case No. 5:17-cv-00787-LHK 

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CERTIFICATE OF SERVICE 

 I hereby certify that on May 12, 2017, a copy of the foregoing Stipulation and [Proposed] 

Order Consolidating Related Derivative Actions and Appointing Lead Counsel for Plaintiffs was 

electronically filed with the Clerk of Court in the following actions:

Summer v. Mayer, et al., Case No. 5:17-cv-00787-LHK 

Bowser v. Mayer, et al., Case No. 5:17-cv-00810-LHK 

Notice of this filing will be sent via e-mail to all parties, in each action, by operation of 

the Court's electronic filing system or by U.S. Mail to anyone unable to accept electronic filing 

as indicated on the Notice of Electronic Filing. Parties may access this filing through the Court's 

CM/ECF system. 

 /s/ Shane P. Sanders 

 SHANE P. SANDERS