Free SO ORDERED - District Court of Delaware - Delaware

_ _Case 1:07-cv-00372-SLR Document 66 Filed 07/17/2008 Page 1 of 3 -\\
IN THE UNITED STATES DISTRICT COURT I
FOR THE DISTRICT OF DELAWARE
IN RE COUNTRYWIDE FINANCIAL
DERIVATIVE CA. Ng. i.m-¤¤3_vz SLR(
(Consolidated Action)
Judge Sue L. Robinson
THIS RELATES TO ALL ACTIONS
STIPULATED AMENDED ORDER THAT THE MOTION HEARING SCHEDULED
FOR JULY 17, 2008 BE TAKEN OFF CALENDAR
WHEREAS, pursuant to the Court’s Order of January 3I, 2008, D.I. 35, Plaintiffs filed
their Consolidated, Amended, and Supplemental Verified Complaint, D.I. 37, on February I3,
2008;
WHEREAS, on February 27, 2008, Defendants Angelo R. Mozilo, Henry G. Cisneros,
Robert L. Donato, Harley W. Snyder, Jeffrey M. Cunningham, Martin R. Melone, Robert T.
Parry, Oscar P. Robertson, Keith P. Russell (the "Directors") and nominal defendant
Countrywide Financial Corporation (“CFC") (collectively, the "Countrywide Defendants") filed
a motion to dismiss the Complaint in its entirety for, among other reasons, failing to make a pre-
suit demand on CFC’s Board of Directors, failing to adequately allege with particularity that
demand on the Board would be futile, and failing to make any specific allegations suggesting
that the Directors acted irrationally or disloyally when they approved the stock repurchase that is
the subject of this lawsuit, D.I. 46, 47, 57, and a motion to transfer venue to the U.S. District
Court for the Central District of Califomia or, altematively, to stay, D.I. 40, 41, 59;
WHEREAS, on that same day, former outside directors Michael E. Dougherty and
Kathleen Brown (the "Former Directors") also moved to dismiss Plaintiffs’ Consolidated
Amended Complaint for, among other reasons, failing to make a pre-suit demand on CFC’s
RLFI-3301230-1

_ Case 1:07-cv-00372-SLR Document 66 Filed 07/17/2008 Page 2 of 3
Board of Directors, failing to adequately allege with particularity that demand on the Board
would be futile, and failing to make any specific allegations suggesting that the Former Directors
acted irrationally or disloyally when they approved the stock repurchase that is the subject of this
lawsuit. D.I 39, 42, 56.
WHEREAS, oral argument on these motions to dismiss for failure to make demand and
failure to state a claim upon which relief may be granted and motion to transfer venue or in the
alternative to stay is scheduled for July 17, 2008;
WHEREAS, on June 25, 2008, CFC’s shareholders voted to approve CFC’s merger with
a wholly owned subsidiary of Bank of America Corporation ("BAC"), and that merger closed on
July 1, 2008;
WHEREAS, the Countrywide Defendants have filed, concurrent with this Stipulated
Amended Order, a motion to dismiss this case arguing that under Delaware law, as a result of the
BAC-CFC merger, Plaintiffs are no longer shareholders of CFC and no longer have standing to
pursue this shareholder derivative action;
NOW THEREFORE, it is hereby stipulated and agreed by and between the parties,
through their counsel and subject to the approval of the Court, that the Countrywide Defendants’
motion to dismiss [D.I. No. 46], the Former Directors’ motion to dismiss [D.I. No. 39], and the
motion to transfer venue or, alternatively, to stay [D.I. No. 40] should be taken off calendar and
that oral argument on those motions and on the concurrently-filed motion to dismiss for lack of
standing should be rescheduled for the same day after the briefing is complete on the motion to
dismiss for lack ofstanding) `/f~»·+ Ur, Awvsl- 6J-. evogf a+ Ill 50 4. m- in L•n.v1·r1>om LB)
.f•w¤h~ fpacr V¢d·..4~.I `bdldwll, KL/·*4· LU .5/r¢•.+, kl»lm•;]·}¤.-4 j>¢Jau,J¤`c. ·
RLF1-3301230-l 2

_Case 1:07-cv-00372-SLR Document 66 Filed 07/17/2008 Page 3 of 3
/s/ Steven J. Fineman /s/Robert D. Goldberg
Thomas A. Beck (# 2086) Robert D. Goldberg (# 631)
Steven J. Fineman (# 4025) Biggs & Battaglia
Richards Layton & Finger, P.A. 921 N. Orange Street
One Rodney Square P.O. Box 1489
P.O. Box 551 Wilmington De 19899-1489
Wilmington DE 19801 302-655-9677
302-65 1 -7700 [email protected]
[email protected] Attorneys for Plaintiffs International
[email protected] Brotherhood of Electrical Workers and Adam
Attorneys for Defendants: Angelo R. Mozilo, Blumberg
Henry G. Cisneros, Robert L. Donato, Harley
W Snyder, Jejfrey M Cunningham, Martin R. OF COUNSEL:
Melone, Robert T Parry, Oscar P. Robertson, Barrack, Rodos & Bacine
Keith P. Russell, and Nominal Defendant Alexander Arnold Gershon
Countrywide Financial Corporation Regina M. Calcaterra
Gloria Kui
OF COUNSEL: 1350 Broadway, Suite 1001
Brian E Pastuszcnski New York, New York 10018
Stuart M. Glass (312) 688-0782
Goodwin Procter LLP
53 SW6 Stf€€t Barrack, Rodos & Bacine
BOSTOH, M3SS8ChUS€llS Daniel Bacine
(617) 570-1000 Two Commerce Square
2001 Market Street B Suite 3300
Philadelphia, Pennsylvania
(215) 963-0600
/s/ Edward P. Welch
Edward P. Welch (# 671)
Edward Micheletti (# 3794)
Skadden, Arps, Slate, Meagher & Flom
One Rodney Square
P.O. Box 636
Wilmington DE 19899
302-651-3000
[email protected]
[email protected]
Attorneys for Defendants: Michael E.
Dougherty, Kathleen Brown
SO ORDERED this llm~ day of 9, jg; , 2008.
United States Distri§Court Judge
3
RLFI-3301230-l