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Mays v. Bishop

United States District Court, W.D. Washington

November 7, 2017

DAVID E. MAYS, Derivatively on Behalf of Nominal Defendant JUNO THERAPEUTICS, INC., Plaintiff,
v.
HANS E. BISHOP, RICHARD D. KLAUSNER, ROBERT T. NELSEN, HOWARD H. PIEN, HAL V. BARRON, THOMAS O. DANIEL, ANTHONY B. EVNIN, MARY AGNES WILDEROTTER, MARC TESSIER-LAVIGNE, and STEVEN D. HARR, Defendants. and JUNO THERAPEUTICS, INC., Nominal Defendant.

          GREGORY L. WATTS, WSBA #43995 WILSON SONSINI GOODRICH & ROSATI, PC, ATTORNEY FOR DEFENDANTS, DAN DRACHLER, WSBA #27728 ZWERLING, SCHACHTER & ZWERLING, LLP, ATTORNEY FOR PLAINTIFF DAVID E. MAYS

          STIPULATION AND ORDER TO EXTEND TIME TO RESPOND TO COMPLAINT, VACATE DISCOVERY DEADLINES, AND SET BRIEFING SCHEDULE FOR MOTION TO TRANSFER

          RICARDO S. MARTINEZ CHIEF UNITED STATES DISTRICT JUDGE

         WHEREAS, on September 8, 2017, Plaintiff David E. Mays, Derivatively on Behalf of Nominal Defendant Juno Therapeutics, Inc., filed a Verified Shareholder Derivative Complaint for Breach of Fiduciary Duty and Violations of § 14 of the Securities Exchange Act of 1934 (“Complaint”) against Hans E. Bishop, Richard D. Klausner, Robert T. Nelsen, Howard H. Pien, Hal V. Barron, Thomas O. Daniel, Anthony B. Evnin, Mary Agnes Wilderotter, Marc Tessier-Lavigne, and Steven D. Harr (“Individual Defendants”) and Nominal Defendant Juno Therapeutics, Inc. (“Juno Therapeutics”) (collectively, “Defendants”);

         WHEREAS, on September 28, 2017, Defendants waived service of the Complaint, and Defendants' responses to the Complaint are currently due on November 27, 2017;

         WHEREAS, on September 28, 2017, the Court issued an Order Regarding Initial Disclosures, Joint Status Report, and Early Settlement (Docket #7) setting certain deadlines for discovery and requiring the parties to submit a Joint Status Report and Discovery Plan by November 9, 2017;

         WHEREAS, because the Complaint asserts a private cause of action for violation of Section 14 of the Exchange Act of 1934 (the “Exchange Act”) for alleged false or misleading statements and omissions (Complaint ¶¶ 105-109), Defendants contend that this action is governed by the provisions of the Private Securities Litigation Reform Act of 1995 (“PSLRA”), 15 U.S.C. §78u-4 et seq. See, e.g., 15 U.S.C. §78u-4(b)(1) (applying to “any private action arising under this Act [the Exchange Act] in which the plaintiff alleges that the defendant (A) made an untrue statement of a material fact; or (B) omitted to state a material fact necessary in order to make the statements made, in light of the circumstances in which they were made, not misleading”). Defendants further contend that the PSLRA imposes an automatic stay of discovery and all other proceedings “in any private action arising under [the Exchange Act]” when, as here, Defendants indicate that they intend to file a motion to dismiss the action, meaning that the Rule 26(f) conference, initial disclosures, and other matters are automatically stayed (15 U.S.C. § 78u-4(b)(3)(B)). Plaintiff does not concede that the PSLRA applies to this action, but does not oppose a stay of discovery until after the resolution of Defendants' anticipated motion to dismiss;

         WHEREAS, in addition, Defendants intend to file a motion to transfer this case to the United States District Court for the District of Delaware in light of the forum provision in Juno Therapeutics' Amended and Restated Certificate of Incorporation;

         WHEREAS, in light of the foregoing, the parties agree that efficiency for the Court and the parties would be best served by deferring Defendants' motion to dismiss the Complaint until after the Court has ruled on the anticipated motion to transfer, and that the discovery deadlines, including the deadline set for submission of the Joint Status Report and Discovery Plan, should be vacated;

         WHEREAS, the parties have also met and conferred and agreed on a proposed briefing schedule for the forthcoming motion to transfer, such that the motion to transfer will be filed on or before November 17, 2017, Plaintiff's opposition will be filed on or before January 2, 2018, and Defendants' reply will be filed on or before February 1, 2018;

         THEREFORE, IT IS HEREBY STIPULATED AND AGREED, by and among the respective parties hereto, that:

         1. Defendants shall file their motion to transfer on or before November 17, 2017, Plaintiff shall file his opposition to the motion to transfer on or before January 2, 2018, and Defendants shall file their reply on or before February 1, 2018.

         2. Defendants' deadline to file a motion to dismiss or other responsive pleading will be postponed until such time as the Court has ruled on the motion to transfer, and Defendants shall not be required to, and shall not waive any rights, arguments, or defenses by waiting to, answer, move, or otherwise respond to the Complaint.

         3. After the Court rules on the motion to transfer, Plaintiff and Defendants shall promptly meet and confer regarding a schedule for Defendants' anticipated motion(s) to dismiss the Complaint in either this Court or the transferee court in the District of Delaware.

         4. The discovery deadlines set forth in the Order Regarding Initial Disclosures, Joint Status Report, and Early Settlement (Docket #7), including the November 9, 2017 deadline to submit a Joint Status Report and Discovery Plan, are vacated.

         5. Nothing in this Stipulation shall be construed as a waiver of any of the parties' rights or positions in law or in equity, or as a waiver of any claims or defenses that the parties would otherwise have.

         IT IS SO STIPULATED.

         ORDER

         GOOD CAUSE HAVING BEEN SHOWN, it is ...


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