IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
`
`C.A. No. 2024-0127-MTZ
`
`:::::::::::::::
`
`C.A. No. 2024-0288-MTZ
`
`:::::::::::::::
`
`(Caption continued on next page)
`
`KATHLEEN MILLER, derivatively on
`behalf of RIVIAN AUTOMOTIVE,
`INC.,
`
`Plaintiff,
`
`v.
`
`ROBERT J. SCARINGE, CLAIRE
`MCDONOUGH, JEFFREY R.
`BAKER, KAREN
`BOONE, SANFORD SCHWARTZ,
`ROSE MARCARIO, PETER
`KRAWIEC, JAY FLATLEY, and
`PAMELA THOMAS-GRAHAM,
`
`Defendants,
`
`and
`
`RIVIAN AUTOMOTIVE, INC.,
`Nominal Defendant.
`
`EVARISTO SARABIA,
`
`Plaintiff,
`
`v.
`
`ROBERT J. SCARINGE, KAREN BOONE,
`SANFORD SCHWARTZ, ROSE
`MARCARIO, PETER KRAWIEC, JAY
`FLATLEY, PAMELA THOMAS-
`GRAHAM, CLAIRE MCDONOUGH,
`JITEN BEHL, and JEFFREY BAKER,
`
`Defendants,
`
`- and -
`
`RIVIAN AUTOMOTIVE, INC.,
`
`EFiled: Jun 20 2024 03:45PM EDT
`Transaction ID 73445620
`Case No. Multi-Case
`
`
`
`C.A. No. 2024-0127-MTZ
`
`:::::::::::::::
`
`C.A. No. 2024-0288-MTZ
`
`:::::::::::::::
`
`(Caption continued on next page)
`
`KATHLEEN MILLER, derivatively on
`behalf of RIVIAN AUTOMOTIVE,
`INC.,
`
`Plaintiff,
`
`v.
`
`ROBERT J. SCARINGE, CLAIRE
`MCDONOUGH, JEFFREY R.
`BAKER, KAREN
`BOONE, SANFORD SCHWARTZ,
`ROSE MARCARIO, PETER
`KRAWIEC, JAY FLATLEY, and
`PAMELA THOMAS-GRAHAM,
`
`Defendants,
`
`and
`
`RIVIAN AUTOMOTIVE, INC.,
`Nominal Defendant.
`
`EVARISTO SARABIA,
`
`Plaintiff,
`
`v.
`
`ROBERT J. SCARINGE, KAREN BOONE,
`SANFORD SCHWARTZ, ROSE
`MARCARIO, PETER KRAWIEC, JAY
`FLATLEY, PAMELA THOMAS-
`GRAHAM, CLAIRE MCDONOUGH,
`JITEN BEHL, and JEFFREY BAKER,
`
`Defendants,
`
`- and -
`
`RIVIAN AUTOMOTIVE, INC.,
`
`EFiled: Jun 20 2024 03:45PM EDT
`Transaction ID 73445620
`Case No. Multi-Case
`
`
`
`C.A. No. 2024-0330-MTZ
`
`::::::::::::::::
`
`Nominal Defendant.
`
`ROMAN LAVRENOV, derivatively on
`behalf of RIVIAN AUTOMOTIVE, INC.,
`
`Plaintiff,
`
`v.
`
`ROBERT SCARINGE, CLAIRE
`MCDONOUGH, PAMELA THOMAS
`GRAHAM, KAREN BOONE, SANFORD
`SCHWARTZ, ROSE MARCARIO, JAY
`FLATLEY, PETER KRAWIEC, and JOHN
`KRAFCIK,
`
`Defendants,
`
`and
`
`RIVIAN AUTOMOTIVE, INC.,
`
`Nominal Defendant
`
`STIPULATION AND [PROPOSED] ORDER CONSOLIDATING CASES
`AND ESTABLISHING SCHEDULE FOR LEADERSHIP MOTIONS
`
`Plaintiffs Kathleen Miller, Evaristo Sarabia and Roman Lavrenov (together,
`
`“Plaintiffs”) and defendants Robert J. Scaringe, Karen Boone, Sanford Schwartz,
`
`Rose Marcario, Peter Krawiec, Jay Flatley, Pamela Thomas-Graham, Claire
`
`McDonough, Jiten Behl, John Krafcik, and Jeffrey Baker, and nominal defendant
`
`Rivian Automotive, Inc. (together, “Defendants,” and with Plaintiffs, the “Parties”),
`
`hereby stipulate and agree as follows:
`
` 2
`
`
`
`WHEREAS, on February 13, 2024, Plaintiff Kathleen Miller filed her
`
`Verified Stockholder Derivative Complaint on behalf of Rivian Automotive, Inc. in
`
`the case captioned Kathleen Miller v. Robert J. Scaringe, et al., C.A. No. 2024-0127-
`
`MTZ (Del. Ch.) (the “Miller Action”);
`
`WHEREAS, on March 22, 2024, Plaintiff Evaristo Sarabia filed his Verified
`
`Stockholder Derivative Complaint on behalf of Rivian Automotive, Inc. in the case
`
`captioned Evaristo Sarabia v. Robert J. Scaringe, et al., C.A. No. 2024-0288-MTZ
`
`(Del. Ch.) (the “Sarabia Action”);
`
`WHEREAS, on March 29, 2024, Plaintiff Roman Lavrenov filed his Verified
`
`Stockholder Derivative Complaint on behalf of Rivian Automotive, Inc. in the case
`
`captioned Roman Lavrenov v. Robert Scaringe, C.A. No. 2024-0330-MTZ (Del.
`
`Ch.) (the “Lavrenov Action” and, together with the Miller Action and the Sarabia
`
`Action, the “Related Actions”);
`
`WHEREAS, each of the complaints in the Related Actions were filed under
`
`seal because they contained confidential, proprietary, and commercially sensitive
`
`business information produced by Rivian Automotive, Inc. to Plaintiffs pursuant to
`
`8 Del. C. § 220;
`
`WHEREAS, counsel for the Plaintiffs have conferred, and agree that the
`
`Related Actions involve the same subject matter and common questions of law and
`
`fact and that the administration of justice will be served by consolidating the Related
`
` 3
`
`
`
`Actions pursuant to Court of Chancery Rule 42(a) and appointing Co-Lead Counsel
`
`as set forth herein;
`
`WHEREAS, counsel for Defendants agree that the Actions should be
`
`consolidated and take no position regarding appointment of Co-Lead Counsel;
`
`WHEREAS, counsel for Defendants in the Related Actions have agreed to
`
`accept service of process of the initial complaints in the Related Actions, reserving
`
`all rights, and the parties in the Related Actions agree that Defendants need not
`
`respond to the complaints in the Related Actions until such time as an operative
`
`complaint is filed or designated in the consolidated action; and
`
`WHEREAS, it appearing that the actions involve the same subject matter, and
`
`that the administration of justice would be best served by consolidating the actions;
`
`IT IS HEREBY STIPULATED AND AGREED, by the parties hereto,
`
`through their undersigned counsel, subject to the Court’s approval as follows:
`
`1.
`
`The Related Actions are hereby consolidated for all purposes and are
`
`referred to herein as the “Consolidated Action.” Hereafter, papers need to be filed
`
`only in C.A. No. 2024-0127-MTZ.
`
`2.
`
`All papers and documents previously served and filed in any of the
`
`Related Actions are deemed a part of the record in the Consolidated Action.
`
`3.
`
`The Consolidated Action shall bear the caption below:
`
` 4
`
`
`
`CONSOLIDATED
`C.A. No. 2024-0127-MTZ
`
`::::
`
`IN RE RIVIAN AUTOMOTIVE, INC.
`STOCKHOLDER LITIGATION
`
`4.
`
`Glancy Prongay & Murray LLP (“GPM”) and Schubert Jonckheer &
`
`Kolbe LLP (“SJK”) are designated Co-Lead Counsel for Plaintiffs in the
`
`Consolidated Action. Plaintiffs contend that their counsel, GPM and SJK, are well-
`
`qualified to coordinate prosecution of the claims they assert derivatively on behalf
`
`of the Company. See Firm Résumés attached hereto as Exhibits A & B. The
`
`Defendants take no position on the sections of this stipulation that relate to the
`
`qualifications, appointment of, or leadership structure for lead counsel for Plaintiffs.
`
`5.
`
`Co-Lead Counsel shall represent Plaintiffs in the prosecution of the
`
`Consolidated Action, determine and present to the Court and opposing parties the
`
`position of Plaintiffs on all matters arising during pretrial negotiations, delegate and
`
`monitor the work performed by Plaintiffs’ attorneys to ensure that there is no
`
`duplication of effort or unnecessary expense, coordinate on behalf of the Plaintiffs
`
`the initiation and conduct of discovery proceedings, have the authority to negotiate
`
`matters with Defendants’ counsel, and perform such other duties as may be
`
`incidental to the proper coordination of Plaintiffs’ pretrial activities or authorized by
`
`further order of the Court. Defendants’ counsel may rely on all agreements made
`
`with either of Co-Lead Counsel, or other duly authorized representative of Co-Lead
`
`Counsel, and such agreements shall be binding on all Plaintiffs.
`
` 5
`
`
`
`6.
`
`Rigrodsky Law, P.A. is designated as Plaintiffs’ Delaware Counsel in
`
`this Consolidated Action. Plaintiffs’ Delaware Counsel shall perform all tasks
`
`expected of Delaware counsel and shall be primarily
`
`responsible
`
`for
`
`communications between Plaintiffs and the Court and for Plaintiffs’ filings with the
`
`Court.
`
`7.
`
`Defendants need not answer, move, or otherwise respond to the
`
`complaints filed previously in any of the Related Actions.
`
`8.
`
`Defendants Jiten Behl (“Behl”) and John Krafcik shall be dismissed
`
`without prejudice from the Consolidated Action. With respect to any claim
`
`whatsoever against Behl, known or unknown, arising out of the facts and
`
`circumstances alleged in the Related Actions, the parties hereby stipulate that (a) any
`
`statute of limitations shall be tolled as of the date of this stipulation for the duration
`
`of the Consolidated Action and (b) Behl shall not assert in the Consolidated Action
`
`any defense based on the statute of limitations, doctrine of laches, or any other time-
`
`based defense. The parties further stipulate and agree that Behl will respond to
`
`discovery as if he remained a defendant in the Consolidated Action.
`
`9. Within 30 days following the entry of this Order, Lead Counsel shall
`
`either designate a complaint as the operative complaint or file a consolidated
`
`complaint.
`
` 6
`
`
`
`10. Defendants shall move, answer, or otherwise respond to the operative
`
`or consolidated complaint, including any opening briefs in support of any motions
`
`in response thereto (the “Motions”), within 45 days of the designation of the
`
`operative complaint or of the filing of the consolidated complaint, with any
`
`oppositions or amendment to the complaint pursuant to Delaware Chancery Court
`
`Rule 15 due 45 days thereafter, and any replies 30 days after such oppositions are
`
`filed. Pursuant to Court of Chancery Rule 5.1(b), the filings referenced within this
`
`paragraph, and any other submissions filed in relation to the Motions, may be filed
`
`as Confidential Filings. Plaintiffs may file an amended complaint in lieu of an
`
`opposition to the Motions. No other amendment shall be permitted absent leave of
`
`the Court.
`
`11.
`
`This Order shall apply to this Consolidated Action and any future-filed
`
`actions relating to the subject matter of this case; when a case that properly belongs
`
`as part of the Consolidated Action is hereafter filed in this Court, this Court requests
`
`the assistance of counsel in calling to the attention of the Court such filing, and
`
`counsel are to assist in assuring that counsel in subsequent actions receive notice of
`
`this Order.
`
`12.
`
`This Stipulation and Order shall not prejudice the right of any party to
`
`raise any and all arguments, objections, motions, or defenses concerning the claims
`
`raised in the Related Actions or the Consolidated Action.
`
` 7
`
`
`
`Dated: June 20, 2024
`
`OF COUNSEL:
`
`Matthew M. Houston
`Benjamin I. Sachs-Michaels
`GLANCY PRONGAY
` & MURRAY LLP
`745 Fifth Avenue, Fifth Floor
`New York, New York 10151
`Telephone: (212) 935-7400
`bsachsmichaels@glancylaw.com
`
`Robert V. Prongay
`Pavithra Rajesh
`GLANCY PRONGAY
` & MURRAY LLP
`1925 Century Park East, Suite 2100
`Los Angeles, California 90067
`Telephone: (310) 201-9150
`rprongay@glancylaw.com
`prajesh@glancylaw.com
`
`Counsel for Plaintiff Kathleen Miller
`
`OF COUNSEL:
`
`Robert C. Schubert
`Willem F. Jonckheer
`SCHUBERT JONCKHEER &
`KOLBE LLP
`2001 Union Street, Suite 200
`San Francisco, CA 94123
`(415) 788-4220
`
`Counsel for Plaintiff Evaristo Sarabia
`
`
`
`/s/ Ryan M. Ernst
`Ryan M. Ernst (No. 4788)
`BIELLI & KLAUDER, LLC
`1204 N. King Street
`Wilmington, DE 19801
`Phone (302) 321-5411
`rernst@bk-legal.com
`
`Counsel for Plaintiff Kathleen Miller
`
`
`/s/ Bradford deLeeuw
`P. Bradford deLeeuw (DE Bar #3569)
`DELEEUW LAW LLC
`1301 Walnut Green Road
`Wilmington, Delaware 19807
`(302) 274-2180
`(302) 351-6905 (fax)
`brad@deleeuwlaw.com
`
`Counsel for Plaintiff Evaristo Sarabia
`
` 8
`
`
`
`OF COUNSEL:
`Leonid Kandinov
`MORRIS KANDINOV LLP
`550 West B Street, 4th Floor
`San Diego, CA 92101
`(619) 780-3993
`
`Counsel for Plaintiff Roman Lavrenov
`
`/s/ Seth D. Rigrodsky
`Seth D. Rigrodsky (#3147)
`Gina M. Serra (#5387)
`Herbert Mondros (#3308)
`RIGRODSKY LAW, P.A.
`300 Delaware Avenue, Suite 210
`Wilmington, DE 19801
`(302) 295-5310
`
`Counsel for Plaintiff Roman Lavrenov
`
`/s/ Elena C. Norman
`Elena C. Norman (No. 4780)
`Alex B. Haims (No. 7060)
`Shira R. Freiman (No. 7197)
`YOUNG CONAWAY STARGATT &
`TAYLOR, LLP
`Rodney Square
`1000 North King Street
`Wilmington, Delaware 19801
`(302) 571-6600
`
`Counsel for Defendants
`
`OF COUNSEL:
`
`Boris Feldman
`Doru Gavril
`Eunice Leong
`Rebecca Lockert
`Olivia Rosen
`FRESHFIELDS BRUCKHAUS
`DERINGER US LLP
`855 Main Street
`Redwood City, CA 94063
`(650) 618-9250
`
`Counsel for Defendants
`
`Words: 1141
`
` 9
`
`
`
`IT IS SO ORDERED THIS _________ day of June, 2024
`
`________________________________
`Vice Chancellor Morgan T. Zurn
`
` 10
`
`
`
`Multi-Case Filing Detail: The document above has been filed
`and/or served into multiple cases, see the details below including
`the case number and name.
`
`Transaction Details
`
`Court: DE Court of Chancery Civil Action Document Type: Proposed Order -
`Consolidation
`Document Title: Stipulation and
`[Proposed] Order Consolidating Cases
`and Establishing Schedule for Leadership
`Motions
`Submitted Date & Time: Jun 20 2024 3:45PM
`
`Transaction ID: 73445620
`
`Case Details
`
`Case Number
`
`2024-0127-MTZ
`
`2024-0288-MTZ
`2024-0330-MTZ
`
`Case Name
`STAYED - 4/12/2024 - CONF ORD -
`Briefs/Exhib./Related Papers/MTD - Kathleen Miller v.
`Robert J. Scaringe
`Evaristo Sarabia v. Robert J. Scaringe, et al.
`Roman Lavrenov v. Robert Scaringe
`
`
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