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.