1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Case No. 3:17-cv-00859-JD Stipulation Extending Time and Request to Postpone CMC 

PILLSBURY WINTHROP SHAW PITTMAN LLP 

BRUCE A. ERICSON SBN 76342 

bruce.ericson@pillsburylaw.com 

STACIE O. KINSER SBN 300529 

stacie.kinser@pillsburylaw.com

Four Embarcadero Center, 22nd Floor 

San Francisco, CA 94111 

Telephone: (415) 983-1000 

Facsimile: (415) 983-1200 

PILLSBURY WINTHROP SHAW PITTMAN LLP 

JAMES M. LINDFELT SBN 275352 

james.lindfelt@pillsburylaw.com 

2550 Hanover Street 

Palo Alto, CA 94304-1115 

Telephone: (650) 233-4500 

Facsimile: (650) 233-4545 

Attorneys for Defendants INVENSENSE, INC., 

BEHROOZ ABDI, AMIR FAINTUCH, 

USAMA FAYYAD, EMIKO HIGASHI, 

JON OLSON, AMIT SHAH, ERIC STANG and 

YUNBEI YU 

UNITED STATES DISTRICT COURT 

NORTHERN DISTRICT OF CALIFORNIA 

SAN FRANCISCO DIVISION 

MARC NUZZO, on behalf of himself 

and all others similarly situated, 

 Plaintiff, 

vs. 

INVENSENSE, INC., BEHROOZ ABDI, 

AMIR FAINTUCH, USAMA FAYYAD, 

EMIKO HIGASHI, JON OLSON, AMIT 

SHAH, ERIC STANG, YUNBEI YU, TDK 

CORPORATION, and TDK SENSOR 

SOLUTIONS CORPORATION, 

 Defendants. 

 

Case No. 3:17-cv-00859-JD 

STIPULATION EXTENDING TIME 

TO RESPOND TO COMPLAINT; 

REQUEST TO POSTPONE CASE 

MANAGEMENT CONFERENCE; 

AND PROPOSED ORDER 

Hon. James Donato 
1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Case No. 3:17-cv-00859-JD 

- 1 - 

Stipulation Extending Time and Request to Postpone CMC 

RECITALS

 A. This action (the “Nuzzo Action”) is a purported shareholder class action alleging 

violations of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 Act and SEC 

Rule 14a-9 brought by Plaintiff Marc Nuzzo against defendants InvenSense, Inc. and members 

of InvenSense’s Board of Directors (collectively, the “InvenSense Defendants”), TDK 

Corporation and TDK Sensor Solutions Corporation (the “TDK Defendants”, collectively 

with the InvenSense Defendants, the “Defendants”). This action relates to a proposed 

transaction between InvenSense and the TDK Defendants pursuant to which InvenSense 

would be acquired by the TDK Defendants (the “Proposed Merger”). 

B. The Nuzzo Action is the first filed of six actions relating to the Proposed Merger 

pending in this Court; the other five actions are: 

Marc Chicorel v. InvenSense, Inc., Behrooz Abdi, Amir Faintuch, Usama 

Fayyad, Emiko Higashi, Jon Olson, Amit Shah, Eric Stang and Yunbei Yu, Case

No. 4:17-cv-00901-HSG (N.D. Cal., filed Feb. 22, 2017) (“Chicorel Action”); 

David Dunham v. InvenSense, Inc., Behrooz Abdi, Amir Faintuch, Emiko 

Higashi, Jon Olson, Amit Shah, Eric Stang, Yunbei Yu, Usama Fayyad, TDK 

Corporation and TDK Sensor Solutions Corporation, Case No. 4:17-cv-00957-PJH 

(N.D. Cal., filed Feb. 24, 2017) (“Dunham Action”); 

Atef Isaac v. InvenSense, Inc., Behrooz Abdi, Amir Faintuch, Usama Fayyad, 

Emiko Higashi, Jon Olson, Amit Shah, Eric Stang and Yunbei “Ben” Yu, Case 

No. 4:17-cv-01014-JSW (N.D. Cal., filed Feb. 27, 2017) (“Isaac Action”); 

Amy Holzman v. InvenSense, Inc., Behrooz Abdi, Amir Faintuch, Usama 

Fayyad, Emiko Higashi, Jon Olson, Amit Shah, Eric Stang and Yunbei Yu, Case

No. 4:17-cv-01038-WHA (N.D. Cal., filed Feb. 28, 2017) (“Chicorel Action”); and

George F. Rollins v. InvenSense, Inc., Behrooz Abdi, Amir Faintuch, Emiko 

Higashi, Jon Olson, Amit Shah, Eric Stang, Yunbei “Ben” Yu, Usama Fayyad, TDK 

Corporation and TDK Sensor Solutions Corporation, Case No. 3:17-cv-01574-RS 

(N.D. Cal., filed Mar. 23, 2017) (“Rollins Action”). 

C. Plaintiffs’ counsel in five of the six actions (all but Rollins) have agreed among 

themselves how best to coordinate their activities; they have decided to move to relate all six 

actions, and to treat the Nuzzo complaint as the operative complaint. 

D. Accordingly, the parties agree that there is no point in having Defendants 
1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

- 2 - Stipulation Extending Time and Request to Postpone CMC 

respond at present to the other four complaints, and therefore stipulations extending time have 

been filed in the other four actions. See Chicorel Dkt. 9; Dunham Dkt. 10; Isaac Dkt. 10; and 

Holzman Dkt. 20. (The TDK Defendants have not been served in any action.) 

F. In this action, Plaintiff filed a Preliminary Injunction Motion (Nuzzo Dkt. 7), 

the parties stipulated to a briefing schedule and expedited hearing (Nuzzo Dkt. 9), the Court 

granted an expedited hearing date (Nuzzo Dkt. 10), InvenSense filed an amendment to its 

Definitive Proxy Statement that included supplemental disclosures addressing Plaintiff’s 

claims raised in his Injunction Motion, and Plaintiff filed a Notice of Withdrawal of Plaintiff’s 

Motion for Preliminary Injunction (Nuzzo Dkt. 11). 

G. The meeting of InvenSense shareholders to vote on the Proposed Merger is set 

for May 17, 2017. If the shareholders approve the Proposed Merger, the transaction will likely 

close that day or the next. 

H. If the shareholders’ meeting is held and the Proposed Merger closes, the 

Plaintiff in this action will dismiss his complaint without prejudice to other members of the 

putative class, but will request that the Court retain jurisdiction solely for the purpose of 

hearing any dispute relating to Plaintiff’s petition for attorneys’ fees, should the parties not 

reach an agreement. Plaintiffs in the other four allied actions likely will dismiss their 

complaints without prejudice to other members of the putative class. 

I. Because this is the likely resolution of Nuzzo Action and the other four allied 

actions, the parties believe that it would serve no purpose for Defendants at present to plead to 

the Nuzzo complaint (to which, for the InvenSense Defendants, a response otherwise is due 

May 15, two days before the shareholders’ meeting) or for the parties to prepare for or 

participate in a case management conference (currently set for May 25, 2017). 

J. There have been no previous extensions of time to plead or otherwise respond 

to the complaint. The stipulated extension set forth below would not affect any deadline set by 

court order and accordingly is permissible without court order under Civil Local Rule 6-1(a). 

The parties’ proposed postponement of the case management conference would, of course, 

require a court order. 
1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

- 3 - Stipulation Extending Time and Request to Postpone CMC 

STIPULATION AND REQUEST 

Plaintiff, Marc Nuzzo, and the InvenSense Defendants, through their counsel of record, 

hereby: 

1. Agree that the InvenSense Defendants may have an extension of time to answer 

or otherwise respond to the Nuzzo Complaint until 21 days after a notice from Plaintiff 

Nuzzo’s counsel, e-filed with the Court, stating that Nuzzo is withdrawing from this 

stipulation. 

2. Respectfully request that the Court take off-calendar the case management 

conference currently set for May 25, 2017 at 10:00 a.m. and postpone it to a date convenient to 

the Court (the parties suggest a date in the latter part of July, when it might be combined with 

a hearing on a “mootness” fee application, should Plaintiffs make one). 

IT IS SO STIPULATED. 

Dated: May 10, 2017 

PILLSBURY WINTHROP SHAW PITTMAN LLP 

By /s/ Bruce A. Ericson 

Bruce A. Ericson 

Attorneys for Defendants INVENSENSE, INC., 

BEHROOZ ABDI, AMIR FAINTUCH, USAMA 

FAYYAD, EMIKO HIGASHI, JON OLSON, AMIT 

SHAH, ERIC STANG and YUNBEI YU 

Dated: May 10, 2017 

LEVI & KORSINSKY LLP 

By: /s/ Rosemary M. Rivas 

Rosemary M. Rivas 

44 Montgomery Street, Suite 650 

San Francisco, CA 94104 

Telephone: (415) 291-2420 

Facsimile: (415) 484-1294 

OF COUNSEL: 

Seth D. Rigrodsky (to be admitted pro hac vice) 

Gina M. Serra (to be admitted pro hac vice) 

RIGRODSKY & LONG, P.A. 

2 Righter Parkway, Suite 120 

Wilmington, DE 19803 

Telephone: (302) 295-5310 

Attorneys for Plaintiff 
1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

- 4 - Stipulation Extending Time and Request to Postpone CMC 

ATTESTATION PURSUANT TO CIVIL LOCAL RULE 5-1(i)(3) 

Pursuant to Civil Local Rule 5-1(i)(3), I hereby attest that concurrence in the filing of 

this document has been obtained from the other Signatory. 

Dated: May 10, 2017 

/s/Bruce A. Ericson 

Bruce A. Ericson 

[PROPOSED] ORDER 

In accordance with the foregoing stipulation, and good cause appearing, 

IT IS HEREBY ORDERED that: 

1. The Case Management Conference set for May 25, 2017 at 10:00 a.m. is taken 

off-calendar and postponed until July __, 2017 at 10:00 a.m. 

2. Should the action not be dismissed by June 30, 2017, the parties are hereby 

ordered to meet and confer re: initial disclosures, early settlement, ADR process selection and 

discovery plan no later than 21 days before the reset case management conference, and to efile their Rule 26(f) report and joint case management statement no later than seven days 

before the reset case management conference. 

3. Any application for an award of attorneys’ fees and costs should be set for 

hearing in accordance with Civil Local Rule 7-2(a). 

IT IS SO ORDERED. 

Dated: May __, 2017. 

 

Hon. James Donato 

United States District Judge