`
`KATHLEEN MILLER, derivatively on behalf
`of RIVIAN AUTOMOTIVE, INC.,
`
` Plaintiff,
`v.
`
`
`
`C.A. No. 2024-0127-MTZ
`
`ROBERT J. SCARINGE, CLAIRE
`MCDONOUGH, JEFFREY R. BAKER,
`JITEN BEHL, KAREN BOONE, SANFORD
`SCHWARTZ, ROSE MARCARIO, PETER
`KRAWIEC, JAY FLATLEY, and PAMELA
`THOMAS-GRAHAM,
`
` Defendants,
`
` and
`
`RIVIAN AUTOMOTIVE, INC.,
`
` Nominal Defendant.
`
`
`STIPULATION AND [PROPOSED] ORDER REGARDING ACCEPTANCE
`OF SERVICE, DISMISSAL OF DEFENDANT JITEN BEHL, AND
`BRIEFING ON DEFENDANTS’ MOTION TO DISMISS
`
`WHEREAS, on February 13, 2024, Plaintiff Kathleen Miller filed a Verified
`
`Stockholder Derivative Complaint (the “Complaint”) in the above-captioned action
`
`under seal pursuant to Court of Chancery Rule 5.1 because it contains confidential,
`
`proprietary, and commercially sensitive business information produced by Rivian
`
`Automotive, Inc. (“Rivian”) to Plaintiff pursuant to 8 Del. C. § 220;
`
`WHEREAS, the Complaint alleges claims on behalf of Nominal Defendant
`
`EFiled: Mar 05 2024 01:00PM EST
`Transaction ID 72244235
`Case No. 2024-0127-MTZ
`
`
`
`Rivian against Defendants Robert J. Scaringe, Claire McDonough, Jeffrey R. Baker,
`
`Jiten Behl, Karen Boone, Sanford Schwartz, Rose Marcario, Peter Krawiec, Jay
`
`Flatley, and Pamela Thomas-Graham (together with Rivian, “Defendants”);
`
`WHEREAS, Plaintiff intends to voluntarily dismiss Defendant Jiten Behl
`
`without prejudice;
`
`WHEREAS, the undersigned counsel for Defendants hereby accept service of
`
`the Complaint on behalf of all Defendants;
`
`WHEREAS, Defendants intend to move to dismiss the Complaint (the
`
`“Motion”); and
`
`WHEREAS, the Parties have conferred and agreed on the following schedule
`
`to govern briefing on the Motion;
`
`WHEREAS, the Parties agree that briefing regarding the forthcoming Motion
`
`and related submissions may include discussion of the same confidential information
`
`reflected in the Complaint and that there may be good cause to treat such information
`
`as confidential pursuant to Court of Chancery Rule 5.1;
`
`IT IS HEREBY STIPULATED AND AGREED by the Parties hereto, through
`
`their undersigned counsel, subject to the approval of the Court, that:
`
`1.
`
`Pursuant to Court of Chancery Rule 41(a), Defendant Jiten Behl is
`
`dismissed without prejudice. The caption shall be updated to reflect that he is no
`
`longer a named defendant in this action.
`
`2
`
`
`
`2.
`
`Defendants shall file their opening brief in support of the Motion on or
`
`before April 15, 2024.
`
`3.
`
`Plaintiff shall file any answering brief in opposition to the Motion on
`
`or before June 4, 2024 (the “Answering Brief”).
`
`4.
`
`Defendants shall file any reply brief in further support of the Motion on
`
`or before July 8, 2024.
`
`5.
`
`Pursuant to Court of Chancery Rule 5.1, any briefs, exhibits, or other
`
`documents filed in connection with the Motion may be filed as confidential filings
`
`without further order of the Court.
`
`6.
`
`Counsel for the Parties shall contact chambers to obtain available
`
`hearing dates for oral argument on the Motion after Plaintiff files any Answering
`
`Brief.
`
`Dated: March 5, 2024
`
`3
`
`
`
`BIELLI & KLAUDER, LLC
`
`/s/ Ryan M. Ernst
`Ryan M. Ernst (No. 4788)
`1204 North King Street
`Wilmington, Delaware 19801
`(302) 803-4600
`
`Attorneys for Plaintiff
`
`OF COUNSEL:
`
`GLANCY PRONGAY & MURRAY LLP
`Matthew M. Houston
`Benjamin I. Sachs-Michaels
`745 Fifth Avenue, Fifth Floor
`New York, New York 10151
`(212) 935-7400
`
`Robert V. Prongay
`Pavithra Rajesh
`1925 Century Park East, Suite 2100
`Los Angeles, California 90067
`(310) 201-9150
`
`OF COUNSEL:
`
`Boris Feldman
`Doru Gavril
`Eunice Leong
`Rebecca Lockert
`Olivia Rosen
`FRESHFIELDS BRUCKHAUS US
`DERINGER LLP
`855 Main Street
`Redwood City, CA 94063
`(650) 618-9250
`
`YOUNG CONAWAY STARGATT
` & TAYLOR, LLP
`
`/s/ Alex B. Haims
`Elena C. Norman (No. 4780)
`Alex B. Haims (No. 7060)
`Shira R. Freiman (No. 7197)
`Rodney Square
`1000 North King Street
`Wilmington, Delaware 19801
`(302) 571-6600
`
`Attorneys for Defendants
`
`IT IS SO ORDERED this ___________ day of ___________________, 2024.
`
`_______________________________________
`Vice Chancellor Morgan T. Zurn
`4
`
`
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