STIPULATION AND [PROPOSED] ORDER REGARDING VOLUNTARY DISMISSAL OF ACTION

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)

5040 Shoreham Place

San Diego, CA 92122

Telephone: (619) 525-3990

Facsimile: (619) 525-3991

E-mail: brobbins@robbinsarroyo.com

farroyo@robbinsarroyo.com

ssanders@robbinsarroyo.com

Lead Counsel for Plaintiffs

[Additional counsel listed on signature page]

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)

STIPULATION AND [PROPOSED] ORDER 

REGARDING VOLUNTARY DISMISSAL 

OF ACTION

Hon. Lucy H. Koh

Courtroom: 8, 4th Floor

Plaintiffs David Summer, Jay Bowser and Edith Liss (collectively, "Plaintiffs"), 

individual defendants 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, and nominal defendant Altaba 

Inc., formerly known as Yahoo! Inc. ("Yahoo"), hereby stipulate and agree as follows:

WHEREAS, on February 16 and 17, 2017, two derivative actions were filed in this Court 

on behalf of Yahoo, and the cases were consolidated on May 15, 2017;

WHEREAS, on July 6, 2017, Plaintiffs filed a Verified Consolidated Stockholder 

Derivative Complaint, which included information derived from certain books and records 

produced by Yahoo pursuant to section 220 of the Delaware General Corporation Law;
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STIPULATION AND [PROPOSED] ORDER REGARDING VOLUNTARY DISMISSAL OF ACTION

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

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WHEREAS, on September 25, 2017, the Court issued an order (i) staying this derivative 

Action until entry of final judgments in In re Yahoo! Inc. Customer Data Security Breach 

Litigation, No. 16-MD-02752, and In re Yahoo! Inc. Securities Litigation, Case No. 5:17-cv00373-LHK; and (ii) directing the clerk to administratively close the file (without affecting the 

rights of the parties);

WHEREAS, in addition to this Action, a related consolidated shareholder derivative 

action was brought in the Superior Court of the State of California County of Santa Clara (the 

"California State Court"), captioned In re Yahoo! Inc. Shareholder Litigation, Lead Case No. 17-

CV-307054 (the "California State Court Action");

WHEREAS, another related shareholder derivative action was brought in the Delaware 

Court of Chancery (the "Delaware Court"), captioned Oklahoma Firefighters Pension and 

Retirement System v. Brandt, et al., C.A. No. 2017-0133-SG (the "Delaware Action"), which was 

stayed as the Delaware Plaintiff and its counsel agreed to jointly prosecute the action with colead counsel in the California State Court Action;

WHEREAS, on May 17, 2017, the plaintiffs in the California State Court Action moved 

for a preliminary injunction to enjoin the stockholder vote on Yahoo's sale of its operating 

business to Verizon Communications Inc., until additional disclosures were made;

WHEREAS, on June 6, 2017, following expedited discovery and briefing, the California 

State Court held a preliminary injunction hearing, and granted in part and denied in part the 

motion for a preliminary injunction. Following the hearing, Yahoo made additional disclosures, 

the Yahoo stockholders approved the sale, and the transaction closed;

WHEREAS, on August 3, 2017, the plaintiffs in the California State Court Action filed a 

consolidated derivative complaint;

WHEREAS, on November 2, 2017, following briefing and a hearing, the California State 

Court sustained the defendants' demurrer with leave to amend;

WHEREAS, on January 2, 2018, the plaintiffs in the California State Court Action filed 

an amended consolidated derivative complaint;
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STIPULATION AND [PROPOSED] ORDER REGARDING VOLUNTARY DISMISSAL OF ACTION

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

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WHEREAS, the parties fully briefed the defendants' renewed demurrer to that amended 

complaint;

WHEREAS, on April 5, 2018, the parties participated in a full day mediation;

WHEREAS, on September 14, 2018, the parties to the California State Court Action, the 

Delaware Action, and this Action executed a Stipulation of Settlement resolving all of the 

derivative actions for $29 million (the "Settlement");

WHEREAS, the parties agreed to present the proposed Settlement for approval to the 

California State Court;

WHEREAS, on October 26, 2018, after briefing and a hearing, the California State Court 

granted preliminary approval of the proposed Settlement, and approved a long-from Notice of 

Hearing and Proposed Derivative Settlement, a summary notice regarding the same, and notice 

of the Settlement and its terms was accordingly provided to the stockholders;

WHEREAS, the California State Court held a final approval hearing on January 4, 2019, 

at which any interested stockholder was afforded the opportunity to be heard regarding the 

Settlement, thereby fulfilling applicable notice requirements, and there were no objections to the 

Settlement; 

WHEREAS, on January 9, 2019, the California State Court entered an Order and Final 

Judgment approving the Settlement (attached hereto as Exhibits A and B); and 

WHEREAS, pursuant to the parties' Settlement, the parties to the Delaware Action 

thereafter stipulated to the dismissal of the Delaware Action, and the Delaware Court entered an 

order dismissing the Delaware Action on January 11, 2019 (attached hereto as Exhibit C).

IT IS THEREFORE STIPULATED AND AGREED, by the parties through their 

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

1. Pursuant to the parties' Settlement, the above-captioned Action shall be dismissed 

with prejudice; and

///

///
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STIPULATION AND [PROPOSED] ORDER REGARDING VOLUNTARY DISMISSAL OF ACTION

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

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2. Except as provided for in the Settlement, each party is to bear his, her or its own 

costs.

Dated: January 15, 2019 Respectfully submitted,

/s/ Shane P. Sanders

SHANE P. SANDERS

ROBBINS ARROYO LLP

BRIAN J. ROBBINS

FELIPE J. ARROYO 

5040 Shoreham Place

San Diego, CA 92122

Telephone: (619) 525-3990

Facsimile: (619) 525-3991

E-mail: brobbins@robbinsarroyo.com

farroyo@robbinsarroyo.com

ssanders@robbinsarroyo.com

Lead Counsel for Plaintiffs

Dated: January 15, 2019 MORRISON & FOERSTER LLP

JORDAN ETH

JUDSON E. LOBDELL

ROBERT W. MAY

/s/ Robert W. May

ROBERT W. MAY

425 Market Street

San Francisco, CA 94105

Telephone: (415) 268-6717

Facsimile: (415) 268-7522

E-mail: jeth@mofo.com

jlobdell@mofo.com

rmay@mofo.com

Counsel for individual defendants 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. 

3. The Clerk shall close the file.
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STIPULATION AND [PROPOSED] ORDER REGARDING VOLUNTARY DISMISSAL OF ACTION

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Schwab, H. Lee Scott, Jr., and Peter Liguori,

and nominal defendant Altaba Inc.

1326672
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STIPULATION AND [PROPOSED] ORDER REGARDING VOLUNTARY DISMISSAL OF ACTION

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 Regarding Voluntary Dismissal of Action. 

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: January 15, 2019 /s/ Shane P. Sanders

SHANE P. SANDERS

****

ORDER

PURSUANT TO STIPULATION, IT IS SO ORDERED.

DATED: _______________________ ______________________________________

HON. LUCY H. KOH

UNITED STATES DISTRICT COURT

January 28, 2019
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STIPULATION AND [PROPOSED] ORDER REGARDING VOLUNTARY DISMISSAL OF ACTION

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CERTIFICATE OF SERVICE

I, undersign, certify and declare that I am over the age of 18 years, employed in the 

County of San Diego, State of California and not a party of this action. My business address is 

5040 Shoreham Place, San Diego, California 92122. 

I hereby certify that on January 15, 2019, I electronically filed the foregoing document 

with the Clerk of Court using the CM/ECF system which will send notification of such filing to 

the e-mail addresses denoted on the Electronic Mail Notice List.

I declare under penalty of perjury under the laws of the United States of American that 

the foregoing is true and correct. Executed on January 15, 2019, San Diego, California.

/s/ Shane P. Sanders

SHANE P. SANDERS