Case No. 17-CV-00373 (LHK) 

REQUEST FOR JUDICIAL NOTICE ISO DEFS. YAHOO INC. AND MARISSA MAYER’S MOTION TO DISMISS SAC 

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JORDAN ETH (CA SBN 121617)

JEth@mofo.com 

JUDSON E. LOBDELL (CA SBN 146041) 

JLobdell@mofo.com 

MORRISON & FOERSTER LLP 

425 Market Street 

San Francisco, California 94105-2482 

Telephone: 415.268.7000 

Facsimile: 415.268.7522 

Attorneys for Defendants 

ALTABA INC. (F.K.A. YAHOO! INC.) and MARISSA 

MAYER 

UNITED STATES DISTRICT COURT 

NORTHERN DISTRICT OF CALIFORNIA 

SAN JOSE DIVISION 

IN RE YAHOO! INC. SECURITIES 

LITIGATION 

THIS DOCUMENT RELATES TO: ALL 

ACTIONS 

Case No. 17-CV-00373 (LHK) 

YAHOO! INC. AND MARISSA 

MAYER’S REQUEST FOR 

JUDICIAL NOTICE IN SUPPORT 

OF MOTION TO DISMISS 

PLAINTIFFS’ SECOND AMENDED 

CLASS ACTION COMPLAINT 

Date: May 3, 2018 

Time: 1:30 PM 

Place: Courtroom 8, 4th Floor 

Judge: Hon. Lucy H. Koh

Case 5:17-cv-00373-LHK Document 78 Filed 03/02/18 Page 1 of 6
Case No. 17-CV-00373 (LHK) 

REQUEST FOR JUDICIAL NOTICE ISO DEFS. YAHOO INC. AND MARISSA MAYER’S MOTION TO DISMISS SAC 

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 Altaba Inc., formerly known as Yahoo! Inc. (“Yahoo” or the “Company”), and Marissa 

Mayer (the “Yahoo Defendants”) have moved to dismiss Plaintiffs’ Second Amended Class 

Action Complaint, ECF No. 70 (the “SAC”). In support of their motion, the Yahoo Defendants 

request that the Court take judicial notice of certain documents attached as exhibits to the 

Declaration of Judson E. Lobdell in Support of Yahoo! Inc. and Marissa Mayer’s Motion to 

Dismiss Plaintiffs’ Second Amended Class Action Complaint (“Lobdell Declaration”) and 

consider documents incorporated by reference in the SAC. 

ARGUMENT 

I. THE COURT SHOULD CONSIDER CERTAIN DOCUMENTS THAT ARE 

SUBJECT TO JUDICIAL NOTICE. 

When ruling on a motion to dismiss a securities fraud complaint, “courts must consider 

the Complaint in its entirety, as well as other sources courts ordinarily examine when ruling on 

Rule 12(b)(6) motions to dismiss, in particular, documents incorporated into the complaint by 

reference, and matters of which a court may take judicial notice.” Tellabs, Inc. v. Makor Issues & 

Rights, Ltd., 551 U.S. 308, 322 (2007); Metzler Inv. GmbH v. Corinthian Colls., Inc., 540 F.3d 

1049, 1055 n.1, 1064 n.7 (9th Cir. 2008). Federal Rule of Evidence 201 authorizes judicial notice 

of facts that are readily determined from sources whose accuracy cannot reasonably be questioned. 

Fed. R. Evid. 201(b)(1)-(2). 

A. The Court Should Take Judicial Notice of SEC Filings. 

The Court may take judicial notice of the contents of Yahoo’s and Verizon 

Communications Inc.’s SEC filings. The Ninth Circuit has held that it is appropriate to take 

judicial notice of SEC filings when ruling on a motion to dismiss. See Metzler, 540 F.3d at 1064 

n.7 (holding it is proper to take judicial notice of SEC filings); Dreiling v. Am. Express Co., 458 

F.3d 942, 946 (9th Cir. 2006) (same). Because SEC filings are publicly available, the Court can 

take judicial notice that the information was disclosed to the market. Heliotrope Gen., Inc. v. 

Ford Motor Co., 189 F.3d 971, 981 n.18 (9th Cir. 1999); Metzler, 540 F.3d at 1064 n.7; In re 

Century Aluminum Co. Sec. Litig., 749 F. Supp. 2d 964, 979-80 (N.D. Cal. 2010). 

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The Court should take judicial notice of the below listed SEC filings.

Ex. Description 

12 Current Report on Form 8-K filed by Yahoo with the SEC on July 25, 2016. 

13 

Preliminary Proxy Statement on Schedule 14A filed by Yahoo with the SEC on 

September 9, 2016. 

14 

Definitive Proxy Statement on Schedule 14A filed by Yahoo with the SEC on 

April 24, 2017. 

20 Annual Report on Form 10-K filed by Yahoo with the SEC on March 1, 2017. 

21 

Quarterly Report on Form 10-Q filed by Yahoo with the SEC on November 9, 

2016. 

22 

Current Report on Form 8K filed by Verizon Communications, Inc. with the SEC 

on October 3, 2017 

B. The Court Should Take Judicial Notice of Yahoo’s Communications with the 

Public and other Public Documents. 

Similarly, it is proper for the Court to take judicial notice that the “market was aware of 

the information” contained in press releases and other public documents and communications. 

Heliotrope, 189 F.3d at 981 n.18; see also Metzler, 540 F.3d at 1064 & n.7 (finding it proper to 

take judicial notice of SEC filings and “other documents,” including news articles). Courts 

routinely take judicial notice of these materials “to show disclosure of information.” In re 

Century Aluminum, 749 F. Supp. 2d at 980 (taking judicial notice of conference call statements) 

(citing Metzler, 540 F.3d at 1064 & n.7); see also Brodsky v. Yahoo! Inc., 630 F. Supp. 2d 1104, 

1111 (N.D. Cal. 2009) (taking judicial notice of press releases, news articles and analyst reports).

Exhibits 15, 19, and 22 attached to the Lobdell Declaration are company press releases. 

Like SEC filings, a company’s press releases are publicly available. Brodsky, 630 F. Supp. 2d at 

1111 (taking judicial notice of press releases, news articles and analyst reports). 

C. The Court Should Take Judicial Notice of Yahoo’s Historical Stock Prices. 

Exhibit 16 to the Lobdell Declaration contains a chart reflecting Yahoo’s historical stock 

prices. The Court may take judicial notice of historical stock prices in considering a motion to 

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dismiss. See Metzler, 540 F.3d at 1064 n.7; Teamsters Local 617 Pension & Funds v. Apollo 

Grp., Inc., 633 F. Supp. 2d 763, 776 (D. Ariz. 2009). 

II. THE COURT SHOULD CONSIDER DOCUMENTS REFERENCED IN THE SAC. 

The Court must also consider documents incorporated by reference in the SAC. Tellabs, 

551 U.S. at 322. “If a complaint cites to a document not actually attached as an exhibit, the court 

may still treat that document as part of the pleading for purposes of evaluating a motion to 

dismiss.” Philco Invs., Ltd. v. Martin, No. C 10-02785 CRB, 2011 U.S. Dist. LEXIS 114314, at 

*7 n.9 (N.D. Cal. Oct. 4, 2011) (citing Branch v. Tunnell, 14 F.3d 449, 454 (9th Cir. 1994)). 

Plaintiffs’ adoption of information contained in these documents results in these documents being 

incorporated by reference into the SAC as if fully set forth therein. Tellabs, 551 U.S. at 322; In re 

NVIDIA Corp. Sec. Litig., 768 F.3d 1046, 1051 (9th Cir. 2014); In re Stac Elecs. Sec. Litig., 89 

F.3d 1399, 1405 n.4 (9th Cir. 1996); Philco Invs., 2011 U.S. Dist. LEXIS 114314, at *7; In re 

Turbodyne Techs., Inc. Sec. Litig., Case No. CV 99-00697 MMM (BQRx), 2000 U.S. Dist. 

LEXIS 23020, at *29-30 (C.D. Cal. Mar. 15, 2000) (“By incorporating the documents, plaintiffs 

have made the allegations their own, and they must thus be considered true for purposes of this 

motion to dismiss.”) 

Accordingly the Court should consider the contents of the documents listed in the chart 

below, all of which are incorporated by reference in the SAC. Each of these documents is 

attached as an exhibit to the Lobdell Declaration filed concurrently herewith. 

Ex. Description Cited in SAC 

1 Web post published to Yahoo’s website, titled “Sharing Our First 

Transparency Report.” ¶ 252 

2 Article by Jon Xavier, published in the Silicon Valley Business 

Journal, titled “At Yahoo, Ron Bell Stood Up for Users’ Privacy.” ¶ 271 

3 Web post published to Yahoo’s website, titled “An Update on Our 

DMARC Policy to Protect Our Users.” ¶ 277 

4 

Written testimony of Alex Stamos before the Senate Homeland 

Security and Government Affairs Subcommittee on Investigations, 

May 15, 2014. 

¶¶ 285-288 

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Ex. Description Cited in SAC 

5 Web post published to Yahoo’s website, titled “Surveillance 

Revelations One Year On.” ¶ 290 

6 Presentation delivered at the 2014 Black Hat USA Conference, 

titled “Building Security at Scale.” ¶¶ 297-298 

7 

Web post published to Yahoo’s website, titled “Shedding Light on 

the Foreign Intelligence Surveillance Court (FISC): Court Findings 

from Our 2007-2008 Case.” 

¶ 300 

8 Excerpt from Yahoo’s Transparency Report dated March 26, 2015. ¶ 320 

9 Web post published to Yahoo’s website, titled “Users First: 

Sharing Our Transparency Report.” ¶ 322 

10 

Web post published to Yahoo’s website, titled “App Transport 

Security 101 for Yahoo Developers: Improving Security of the 

Overall Internet Ecosystem.” 

¶ 334 

11 Web post published to Yahoo’s website, titled “Why We Support 

Apple.” ¶ 352 

13 Excerpts from Preliminary Proxy Statement on Schedule 14A filed 

by Yahoo with the SEC on September 9, 2016. ¶ 368 

14 Excerpts from Definitive Proxy Statement on Schedule 14A filed 

by Yahoo with the SEC on April 24, 2017 ¶ 166 

17 

Indictment filed by the Department of Justice on February 28, 

2017 in the case captioned United States of America v. Dokuchaev 

et al., CR17-103, in the Northern District of California. 

¶¶ 109-112 

18 Article by Joseph Cox, published in Motherboard, titled “Yahoo 

‘Aware’ Hacker is Advertising 200 Million Supposed Accounts on 

Dark Web.” 

¶ 171 

19 Press release published on Yahoo’s website, dated September 22, 

2016 titled “An Important Message to Yahoo Users on Security.” 

¶ 185 

20 Excerpts from Annual Report on Form 10-K filed by Yahoo with 

the SEC on March 1, 2017. ¶¶ 204, 417 

21 Excerpts from Quarterly Report on Form 10-Q filed by Yahoo 

with the SEC on November 9, 2016. 

¶ 203 

22 Form 8K filed by Verizon Communications, Inc. with the SEC on 

October 3, 2017 

¶ 2 

23 Securities and Exchange Commission, Division of Corporation 

Finance, CF Disclosure Guidance: Topic No. 2, issued October 13, 

2011. 

¶ 40 

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Ex. Description Cited in SAC 

24 Web post published to Yahoo’s website, titled “Users First: Our 

Vulnerability Disclosure Policy.” 

¶ 44-45 

25 Web post published to Yahoo’s website, titled “Notifying Our 

Users of Attacks by Suspected State-Sponsored Actors.” 

¶ 39 

26 Yahoo security problems a story of too little, too late, Reuters 

(December 18, 2015) 

¶ 86 

27 Charts reflecting Lead Plaintiffs’ transactions in Yahoo stock, filed 

with this court on March 27, 2017 at ECF Nos. 13-2 and 13-3. ¶ 13 

28 

Chart reflecting named plaintiff Nafiz Talukder’s transactions in 

Yahoo stock, filed with this court on March 21, 2017 as part of 

ECF No. 1 in Case No. 5:17-cv-01525-LHK. 

¶ 13 

Dated: March 2, 2018 JORDAN ETH

JUDSON E. LOBDELL 

MORRISON & FOERSTER LLP 

By: /s/ Judson E. Lobdell

JUDSON E. LOBDELL 

Attorneys for Defendants 

YAHOO! INC. and MARISSA 

MAYER 

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