This notice relates to a proposed voluntary dismissal of a
shareholder derivative action and is being given pursuant to an
order of The United States District Court for the Northern District
of California. The purpose of the notice is to advise Chevron
(NYSE:CVX) shareholders that plaintiff, Stephen Bushansky, in the
below referenced action wishes to voluntarily dismiss the case.
Additional information on the action and right to intervene can be
found below.
THE SHAREHOLDER DERIVATIVE
ACTION
On March 30, 2012, plaintiff Stephen Bushansky filed a purported
shareholder derivative complaint in the United States District
Court for the Northern District of California, Case No.
12-CV-01597-JST (the “California Derivative Action”), against
members of Chevron Corporation’s board of directors (the
“Individual Defendants”) seeking relief on behalf of Chevron
Corporation, a nominal defendant. The California Derivative Action
arises from the decision by the board of directors on September 29,
2010 to amend Chevron’s By-Laws to add a provision providing that
the Delaware Court of Chancery would serve as the exclusive forum
for (1) any derivative action brought on behalf of the company, (2)
any action asserting breaches of fiduciary duty, (3) any action
arising under Delaware corporate law, and (4) any other action
asserting claims governed by the internal affairs doctrine (the
“forum selection By-Law”). The California Derivative Action
purports to allege six causes of action related to the adoption of
the forum selection By-Law: (I) breach of fiduciary duties against
the Individual Defendants, (II) aiding and abetting breaches of
fiduciary duty against the Individual Defendants, (III) abuse of
control against all defendants, (IV) waste of corporate assets
against all defendants, (V) indemnification, and (VI) declaratory
judgment against all defendants.
On February 6, 2012, approximately one month before the
California Derivative Action was filed, a purported shareholder
class action challenging the validity of the forum selection By-Law
was filed in the Delaware Court of Chancery, titled Boilermakers
Local 154 Ret. Fund v. Chevron Corp., C.A. No. 7220-CS (the
“Delaware Action”). This case also named all of Chevron’s
directors, as well as Chevron Corporation, as defendants. Like the
California Derivative Action, the Delaware Action challenged the
decision by Chevron’s Board of Directors to adopt the forum
selection By-Law, and asserted many of the same claims that were
subsequently raised in the California Derivative Action.
On August 9, 2012, the District Court in the California
Derivative Action stayed the California Derivative Action pending
the outcome of the parallel Delaware Action.
On June 25, 2013, the Delaware Court of Chancery ruled in favor
of the defendants, finding that the forum selection By-Law was
legally valid and dismissed Counts I and IV of the Delaware Action
with prejudice. On July 22, 2013, the Delaware Court of Chancery
entered a final judgment against the plaintiffs on those grounds.
The plaintiffs in the Delaware Action filed a notice of appeal to
the Delaware Supreme Court, but on October 15, 2013, voluntarily
dismissed their appeal. On October 28, 2013, the plaintiffs in the
Delaware Action filed a motion to dismiss the case without
prejudice. Chevron has since asked the Delaware Court of Chancery
to postpone any ruling on the motion to dismiss in the Delaware
Action until after the pending voluntary dismissal of the
California Derivative Action.
On February 14, 2014, plaintiff Bushansky sought to voluntarily
dismiss the California Derivative Action.
On February 19, 2014, plaintiff Bushansky further notified the
District Court that he had sold all of his stock in Chevron
Corporation and that he therefore no longer had the requisite legal
standing to pursue the California Derivative Action on behalf of
the company because he was no longer a Chevron shareholder. On June
25, 2014, the District Court ordered that notice of the voluntary
dismissal be provided to Chevron Corporation shareholders before
the California Derivative Action could be dismissed with prejudice.
If no other Chevron Corporation shareholder seeks to intervene in
the California Derivative Action, the voluntary dismissal will be
approved and the California Derivative Action will be dismissed
with prejudice.
THE RIGHT TO INTERVENE IN THE
CALIFORNIA DERIVATIVE ACTION
Any Chevron Corporation shareholder may seek to intervene as a
plaintiff in the California Derivative Action if he, she, or it (1)
owns shares in Chevron and (2) wishes to pursue the claims in the
California Derivative Action or has any reason why the action
should not be voluntarily dismissed. All motions to intervene must
be filed with the Clerk of the Court no later than September 29,
2014. Every motion to intervene must contain: (1) the caption of
the California Derivative Action; (2) the intervenor’s name,
address and phone number; (3) proof or certification of the date
the intervenor purchased Chevron Corporation stock; and (4) any
supporting papers, including all documents and writings that the
intervenor desires the Court to consider.
Any motions to intervene must be filed
with the District Court at:
Clerk of Court
United States District Court for the Northern District of
California
Phillip Burton Federal Building & United States
Courthouse
450 Golden Gate Avenue, 16th Floor
San Francisco, California 94102
A copy of any motion to intervene must
also be mailed to:
David J. Berger
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304
Attorneys for Defendants Samuel H. Armacost, Linnet F. Deily,
Robert E. Denham, Robert J. Eaton, Chuck Hagel, Enrique Hernandez,
Jr., Franklyn G. Jenifer, George L. Kirkland, Sam Nunn, Donald B.
Rice, Kevin W. Sharer, Charles R. Shoemate, John G. Stumpf, Ronald
D. Sugar, Carl Ware, John S. Watson, and Nominal Party Chevron
Corporation
Joseph H. Weiss
WeissLaw LLP
1500 Broadway
New York, New York 10036
Attorneys for Plaintiff Stephen Bushansky
Chevron CorporationJustin Higgs, +1 925-790-6501
Chevron (NYSE:CVX)
Historical Stock Chart
From Mar 2024 to Apr 2024
Chevron (NYSE:CVX)
Historical Stock Chart
From Apr 2023 to Apr 2024