Case Name: Alphabet Shareholder Derivative Cases
Case No.: Judicial Council Coordination Proceeding No. 4877

Nominal defendant Alphabet Inc. together with individual defendants Larry Page, Sergey Brin, Eric E. Schmidt, L. John Doerr, Diane B. Greene, John L. Hennessy, Ann Mather, Alan R. Mulally, Paul S. Otellini, K. Ram Shriram, Shirley M. Tilghman, and Arthur D. Levinson (collectively, “Defendants”), petition the Court to coordinate five related derivative actions. The actions are:

(1) Jessup, Derivatively on Behalf of ALPHABET INC. v. Page et al., Case No. CIV538782, filed in the Superior Court of San Mateo County on May 23, 2016;

(2) Mullaney, Derivatively on Behalf of ALPHABET INC. v. Page et al., Case No. 16CV295901, filed in the Superior Court of Santa Clara County on June 3, 2016;

(3) Pifko, as Custodian for Jeffrey Pifko, Derivatively on Behalf of ALPHABET INC. v. Schmidt et al., Case No. 16CV295938, filed in the Superior Court of Santa Clara County on June 3, 2016;

(4) Irving Firemen’s Relief and Retirement Fund v. Page et al., Case No. CIV539070, filed in the Superior Court of San Mateo County on June 10, 2016; and

(5) The Police Retirement System of St. Louis v. Page et al., Case No. 15CIV00122, filed in the Superior Court of San Mateo County on June 23, 2016.

When civil actions sharing a common question of fact or law are pending in different courts, a petition for coordination may be submitted to the Chairperson of the Judicial Council, by the presiding judge of any such court, or by any party to one of the actions after obtaining permission from the presiding judge, or by all of the parties plaintiff or defendant in any such action. A petition for coordination, or a motion for permission to submit a petition, shall be supported by a declaration stating facts showing that the actions are complex, as defined by the Judicial Council and that the actions meet the standards specified in Section 404.1. On receipt of a petition for coordination, the Chairperson of the Judicial Council may assign a judge to determine whether the actions are complex, and if so, whether coordination of the actions is appropriate, or the Chairperson of the Judicial Council may authorize the presiding judge of a court to assign the matter to judicial officers of the court to make the determination in the same manner as assignments are made in other civil cases.

(Code Civ. Proc., § 404.)

Coordination of civil actions sharing a common question of fact or law is appropriate if one judge hearing all of the actions for all purposes in a selected site or sites will promote the ends of justice taking into account whether the common question of fact or law is predominating and significant to the litigation; the convenience of parties, witnesses, and counsel; the relative development of the actions and the work product of counsel; the efficient utilization of judicial facilities and manpower; the calendar of the courts; the disadvantages of duplicative and inconsistent rulings, orders, or judgments; and, the likelihood of settlement of the actions without further litigation should coordination be denied.

(Code Civ. Proc., § 404.1.)

All of the cases subject to the instant petition are derivative lawsuits brought on behalf of Alphabet and the parties do not dispute that these cases are complex and should be designated as such. The parties also do not dispute that these cases should be coordinated. The cases all involve allegations regarding violations of European Union antitrust laws and breaches of fiduciary duty. The defendants in each case are mostly the same and all of the cases concern Alphabet. Coordination of these actions will conserve the resources of the Court and the parties, in addition to preventing the possibility of duplicative and inconsistent rulings, and making it more likely that a settlement could be reached. Accordingly, the Court finds that these cases should be coordinated.

The only dispute between the parties is the appropriate venue for the actions to be heard. Plaintiffs Robert Jessup and The Police Retirement System of St. Louis (“St. Louis”) argue that the cases should be heard in San Mateo County because Jessup filed the first of the related actions in San Mateo. Plaintiff Irving Firemen’s Relief and Retirement Fund joins in the arguments made by Jessup and St. Louis, arguing that San Mateo is the proper venue. Plaintiff Aviva Pifko and Defendants contend that Santa Clara County is the appropriate venue.

The coordination motion judge may consider any relevant factors in making a recommendation for the site of the coordination proceedings, including the following:

(1) The number of included actions in particular locations;

(2) Whether the litigation is at an advanced stage in a particular court;

(3) The efficient use of court facilities and judicial resources;

(4) The locations of witnesses and evidence;

(5) The convenience of the parties and witnesses;

(6) The parties’ principal places of business;

(7) The office locations of counsel for the parties; and

(8) The ease of travel to and availability of accommodations in particular locations.

(Cal. Rules of Court, rule 3.530(b).)

As stated above, there are five actions to be coordinated. Two have been filed in Santa Clara County and three have been filed in San Mateo County. Therefore, this factor weighs slightly in favor of San Mateo County, but the difference of one additional case in San Mateo County is not especially significant.

None of the cases is at an advanced stage and therefore the second factor is not relevant.

Defendants argue the third factor favors Santa Clara County because this Court utilizes an electronic filing system and no such system exists in San Mateo County Superior Court. The Court finds this argument persuasive. The use of the electronic filing system will enable documents to be filed and distributed more efficiently and to be seen more quickly following filing and service.

Defendants contend the fourth and fifth factors favor Santa Clara County because Alphabet is located in Santa Clara County. Therefore, potentially relevant documents, records, and knowledgeable witnesses will be located at Alphabet and Google in Santa Clara County. Defendants also state that, for those individual defendants who live in Northern California, more reside in Santa Clara County than San Mateo County. Jessup and St. Louis respond that it is not apparent how many individual defendants reside in Santa Clara as compared to San Mateo. They assert that addresses have been found for individual defendants in San Francisco, CA; Princeton, NJ; Carmel, CA; and Mercer Island; with address for only two individual defendants in Santa Clara. Four individual defendants do not have publicly available residence addresses. Jessup and St. Louis assert that nothing about the location of the individual defendants suggests there would be a substantial increase in convenience if the related actions proceed in Santa Clara County. They argue that the location of Alphabet’s offices with respect to documents has no bearing on convenience because documents are routinely placed on hard drives or cloud-based serves to be shared quickly and easily regardless of physical distance. Jessup and St. Louis are correct that Alphabet and the individual defendants would not be seriously inconvenienced if the cases were heard in San Mateo County instead of Santa Clara County. Nevertheless, these factors weigh somewhat in favor of Santa Clara County because of the location of Alphabet and some of the individual defendants.

The sixth factor, the parties’ principal place of business, supports Santa Clara County as the location for these cases to be heard because Alphabet is located in Santa Clara County.

With regard to the seventh factor, the only counsel with an office in Northern California is defense counsel, Wilson Sonsini Goodrich & Rosati, which has an office in Santa Clara County. None of the plaintiffs’ counsel is located in Northern California.

As for the eighth factor, there is not much difference between Santa Clara County and San Mateo County as they are so close to each other.

In sum, the factors weigh somewhat in favor of Santa Clara County. The most significant factor being that Alphabet is located in Santa Clara County.

Jessup and St. Louis make much of the fact that Jessup filed the first action and it was filed in San Mateo County. They argue that the Court should not disturb their choice of venue. Not all of the plaintiffs, however, chose San Mateo County. Two of the five cases were filed in Santa Clara County. Aside from the fact that Jessup filed the first action, which might have some small significance, there is no reason to find that Jessup’s and St. Louis’s preference should have precedence over the choice of the plaintiffs who filed in Santa Clara County.

In light of the factors discussed above, Santa Clara County is a more appropriate forum for these cases. Accordingly, Defendants’ petition for coordination is GRANTED, with Santa Clara County as the Court to hear the coordinated actions. The Sixth Appellate District of the Court of Appeal is designated as the reviewing court having appellate jurisdiction.