Rossi v. Becker et al

SECOND AMENDED JOINT STIPULATION AND ORDER SEVERING AND
REMANDING CLAIMS AGAINST KPMG LLP TO STATE COURT FOR SETTLEMENT
APPROVAL
Case No. 4:23-cv-02277-HSG; Case No. 4:23-cv-02335-HSG; Case No. 4:24-cv-01674-HSG
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Adam E. Polk (SBN 273000)
apolk@girardsharp.com
Sean Greene (SBN 328718)
sgreene@girardsharp.com
GIRARD SHARP LLP
601 California Street, Suite 1400
San Francisco, CA 94108
Telephone: (415) 981-4800
Facsimile: (415) 981-4846
Attorneys for Plaintiffs Kim Stevenson and Howard Tarlow
[Additional counsel appear on signature page]
UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF CALIFORNIA
KIM STEVENSON, et al.,
Plaintiffs,
v.
GREGORY W. BECKER, et al.,
Defendants.
Case No. 4:23-cv-02277-HSG
SECOND AMENDED JOINT
STIPULATION AND ORDER SEVERING
AND REMANDING CLAIMS AGAINST
KPMG LLP TO STATE COURT FOR
SETTLEMENT APPROVAL
Courtroom: 2 – 4th Floor
Judge: 	Haywood S. Gilliam, Jr.
STEPHEN ROSSI,
Plaintiff,
v.
GREGORY W. BECKER, et al.,
Defendants.
Case No. 4:23-cv-02335-HSG
[additional caption on following page]
Case 4:23-cv-02335-HSG Document 107 Filed 02/12/26 Page 1 of 10

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SECOND AMENDED JOINT STIPULATION AND ORDER SEVERING AND
REMANDING CLAIMS AGAINST KPMG LLP TO STATE COURT FOR SETTLEMENT
APPROVAL
Case No. 4:23-cv-02277-HSG; Case No. 4:23-cv-02335-HSG; Case No. 4:24-cv-01674-HSG
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STEPHEN ROSSI, et al.,
Plaintiffs,
v.
ANTHONY DECHELLIS, et al.,
Defendants.
Case No. 4:24-cv-01674-HSG
Plaintiffs Kim Stevenson, Howard Tarlow, and Stephen Rossi (“Plaintiffs”) and Defendant
KPMG LLP (“KPMG” and together with Plaintiffs, the “Settling Parties”), through their undersigned
counsel, hereby stipulate and agree as follows:
WHEREAS, on April 10, 2023, Plaintiffs Kim Stevenson and Howard Tarlow filed a putative
securities class action against Defendants Gregory W. Becker, Daniel J. Beck, Eric A. Benhamou, John
S. Clendening, Richard D. Daniels, Alison Davis, Roger F. Dunbar, Joel P. Friedman, Karen Hon, Jeffrey
N. Maggioncalda, Beverly Kay Matthews, Mary J. Miller, Kate D. Mitchell, John F. Robinson, Garen K.
Staglin, and KPMG, in the Superior Court of California, County of Santa Clara, captioned Stevenson, et
al. v. Becker, et al., No. 23CV413949 (the “Stevenson Action”), asserting claims under the Securities Act
of 1933 (“Securities Act”) arising out of the July 2021 stock-for-stock exchange through which SVB
Financial Group acquired and merged with Boston Private Bank & Trust Company;
WHEREAS, on April 14, 2023, Plaintiff Stephen Rossi filed a putative securities class action in
the Superior Court of California, County of Santa Clara, captioned Rossi v. Becker, et al., No.
23CV414120 (“Rossi I Action”), alleging substantially similar claims against the same defendants named
in the Stevenson Action, and also naming Benhamou Global Ventures, LLC, Fifth Era, LLC, and Scale
Venture Partners as additional defendants;
WHEREAS, on May 10 and 12, 2023, certain defendants removed the Stevenson Action and Rossi
I Action, respectively, to the United States District Court for the Northern District of California
(Stevenson, Dkt. No. 1; Rossi I, Dkt. No. 1);
Case 4:23-cv-02335-HSG Document 107 Filed 02/12/26 Page 2 of 10

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SECOND AMENDED JOINT STIPULATION AND ORDER SEVERING AND
REMANDING CLAIMS AGAINST KPMG LLP TO STATE COURT FOR SETTLEMENT
APPROVAL
Case No. 4:23-cv-02277-HSG; Case No. 4:23-cv-02335-HSG; Case No. 4:24-cv-01674-HSG
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WHEREAS, on June 9 and 12, 2023, Plaintiffs filed motions to remand the Stevenson Action and
Rossi I Action, respectively, back to the Superior Court of California, County of Santa Clara (the
“Remand Motions”) (Stevenson, Dkt. No. 56; Rossi I, Dkt. No. 39), which Remand Motions contested
this Court’s subject matter jurisdiction to reach and enter judgment on the merits of the removed claims
(see id. (citing, e.g., Emrich v. Touche Ross & Co., 846 F.2d 1190, 1197-98 (9th Cir. 1988) (holding that
to extent removal was barred by the Securities Act’s anti-removal bar, “the district court lacked
jurisdiction over the 1933 Act claim in the first instance and should have remanded this portion of the
action to state court”)));
WHEREAS, on June 27, 2023, the Court related the Stevenson and Rossi I Actions (Stevenson,
Dkt. No. 65; Rossi I, Dkt. No. 45);
WHEREAS, on March 28, 2024, following briefing and argument on the Remand Motions, the
Court issued an order denying the Remand Motions (“March 28 Order”), and further directed the parties
to submit a stipulation and proposed order certifying an interlocutory appeal of the March 28 Order to
the U.S. Court of Appeals for the Ninth Circuit (“Ninth Circuit”) pursuant to 28 U.S.C. § 1292(b) (the
“Interlocutory Appeal”) (Stevenson, Dkt. No. 87; Rossi I, Dkt. No. 60);
WHEREAS, on April 11, 2024, the Court approved the parties’ stipulation and proposed order
certifying the March 28 Order for interlocutory appeal and staying the proceedings of the Stevenson and
Rossi I Actions pending resolution of the Interlocutory Appeal (Stevenson, Dkt. No. 93; Rossi I, Dkt. No.
64);
WHEREAS, on October 23, 2024, the Ninth Circuit granted the Petition for Permission to Appeal
Pursuant to 28 U.S.C. § 1292(b) from the March 28 Order (Appeal No. 24-2565, Dkt. No. 5);
WHEREAS, the Ninth Circuit recognizes that such “an appeal from an interlocutory order does
not divest the trial court of jurisdiction to continue with other phases of the case,” Plotkin v. Pac. Tel. &
Tel. Co., 688 F.2d 1291, 1293 (9th Cir. 1982), and, reciprocally, that “[d]uring an interlocutory appeal,
the district court retains jurisdiction to address aspects of the case that are not the subject of the appeal.”
U.S. v. Pinter, 307 F.3d 1178, 1183 n.5 (9th Cir. 2002) (citing Plotkin, 688 F.2d at 1293); see also Britton
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SECOND AMENDED JOINT STIPULATION AND ORDER SEVERING AND
REMANDING CLAIMS AGAINST KPMG LLP TO STATE COURT FOR SETTLEMENT
APPROVAL
Case No. 4:23-cv-02277-HSG; Case No. 4:23-cv-02335-HSG; Case No. 4:24-cv-01674-HSG
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v. Coop Banking Grp., 916 F.2d 1405, 1412 (9th Cir. 1990) (“an appeal seeking review of collateral
orders does not deprive the trial court of jurisdiction over other proceedings in the case, and an appeal of
an interlocutory order does not ordinarily deprive the district court of jurisdiction except with regard to
the matters that are the subject of the appeal.”) (citing Manual for Complex Litigation §§ 25.11, 25.16 (2d
Ed.)); id. at 1411 (“where an appeal is taken from a judgment which does not finally determine the entire
action, the appeal does not prevent the district court from proceeding with matters not involved in the
appeal.”) (quoting 9 J. Moore, Moore’s Federal Practice, at ¶ 203.11, 3–54);
WHEREAS, the March 28 Order that is the subject of the Interlocutory Appeal does not concern
any issues of severance and remand for settlement purposes, and thus these issues are outside the scope
of the Ninth Circuit’s interlocutory jurisdiction and rather remain within this Court’s purview (see
Yamaha Motor Corp., U.S.A. v. Calhoun, 516 U.S. 199, 205 (1996) (“As the text of § 1292(b) indicates,
appellate jurisdiction applies to the order certified to the court of appeals . . . and [t]he court of appeals
may not reach beyond the certified order” to address other orders or issues in the case) (citing United
States v. Stanley, 483 U.S. 669, 677 (1987)));
WHEREAS, on November 1, 2024, the parties to the Stevenson and Rossi I Actions attended an
in-person mediation session in New York with the Honorable Layn Phillips (Ret.) of Phillips ADR
Enterprises, P.C., where, after a full day of mediation, no agreement on settlement terms was reached
between the Settling Parties;
WHEREAS, on October 29, 2025, the parties to the Stevenson and Rossi I Actions attended a
further in-person mediation session in New York with Judge Phillips, and although no agreement on
settlement terms was reached at the mediation, the Settling Parties continued negotiations following the
mediation in an effort to resolve Plaintiffs’ claims against KPMG;
WHEREAS, following full briefing on the Interlocutory Appeal, the Ninth Circuit heard argument
on December 3, 2025, and took the matter under submission (Appeal No. 24-6600, Dkt. No. 61);
Case 4:23-cv-02335-HSG Document 107 Filed 02/12/26 Page 4 of 10

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SECOND AMENDED JOINT STIPULATION AND ORDER SEVERING AND
REMANDING CLAIMS AGAINST KPMG LLP TO STATE COURT FOR SETTLEMENT
APPROVAL
Case No. 4:23-cv-02277-HSG; Case No. 4:23-cv-02335-HSG; Case No. 4:24-cv-01674-HSG
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WHEREAS, on December 9, 2025, pursuant to a mediator’s proposal, the Settling Parties reached
an agreement-in-principle to resolve Plaintiffs’ claims against KPMG and subsequently began drafting
definitive settlement documentation;
WHEREAS, the Settling Parties wish to achieve finality, certainty, and judicial efficiency by
finalizing and presenting their proposed settlement for approval before the California state court where
the Stevenson and Rossi I Actions were commenced and which, upon severance and remand, would have
undisputed jurisdiction to enter ultimate judgment resolving the claims against KPMG;
WHEREAS, to that end, on January 6, 2026, the Settling Parties submitted the Joint Stipulation
and [Proposed] Order Severing and Remanding Claims Against KPMG LLP to State Court for Settlement
Approval (Stevenson, Dkt. No. 121; Rossi I, Dkt. No. 96), and, subsequently, the Court set a Case
Management Conference regarding the Joint Stipulation and [Proposed] Order on January 13, 2026
(Stevenson, Dkt. No. 122; Rossi I, Dkt. No. 97);
WHEREAS, at the January 13, 2026 Case Management Conference, the Court ordered the
Settling Parties to meet and confer and file by January 20, 2026, a revised stipulation and proposed order
with necessary authority regarding the Court’s jurisdiction to remand the claims against KPMG to state
court and the effect of the remand on the cases and remaining claims before the Court (Stevenson, Dkt.
No. 124; Rossi I, Dkt. No. 99);
WHEREAS, on January 20, 2026, the Settling Parties submitted the Amended Joint Stipulation
and [Proposed] Order Severing and Remanding Claims Against KPMG LLP to State Court for Settlement
Approval, providing necessary authority regarding the Court’s jurisdiction to remand the claims against
KPMG to state court and the effect of the remand on the cases and remaining claims before the Court
(Stevenson, Dkt. No. 125; Rossi I, Dkt. No. 100). Thereafter, the Court set a further Case Management
Conference regarding the Settling Parties’ Amended Joint Stipulation and [Proposed] Order for January
27, 2026 (Stevenson, Dkt. No. 126; Rossi I, Dkt. No. 101);
WHEREAS, at the January 27, 2026 Case Management Conference, the Court directed the
Settling Parties to meet and confer and file by February 3, 2026, a status report regarding how they
Case 4:23-cv-02335-HSG Document 107 Filed 02/12/26 Page 5 of 10

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SECOND AMENDED JOINT STIPULATION AND ORDER SEVERING AND
REMANDING CLAIMS AGAINST KPMG LLP TO STATE COURT FOR SETTLEMENT
APPROVAL
Case No. 4:23-cv-02277-HSG; Case No. 4:23-cv-02335-HSG; Case No. 4:24-cv-01674-HSG
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propose to proceed with respect to KPMG’s pending appeal (Stevenson, Dkt. No. 127; Rossi I, Dkt. No.
102);
WHEREAS, on February 3, 2026, the Settling Parties submitted a status report informing the
Court that the Settling Parties agreed to and submitted to the Ninth Circuit the Stipulated Motion to
Voluntarily Dismiss Appeal as to KPMG LLP Only Without Prejudice and accompanying Order
Dismissing Appeal as to KPMG LLP Only Without Prejudice (Appeal No. 24-6600, Dkt. Nos. 62.1,
62.2), requesting the Ninth Circuit dismisses the appeal as to KPMG only without prejudice to its
reinstatement should the Settling Parties be unable to successfully document and obtain final judicial
approval of the settlement (Stevenson, Dkt. No. 129; Rossi I, Dkt. No. 104);
WHEREAS, on February 5, 2026, the Ninth Circuit entered an Order Granting the Settling
Parties’ Stipulated Motion to Voluntarily Dismiss Appeal as to KPMG LLP Only Without Prejudice
(Appeal No. 24-6600, Dkt. No. 64.1);
WHEREAS, in view of the Ninth Circuit’s dismissal of the appeal as to KPMG, the Settling
Parties request that the Court enter this Second Amended Joint Stipulation and [Proposed] Order Severing
and Remanding Claims Against KPMG LLP to State Court for Settlement Approval, so that the Settling
Parties can proceed with seeking approval of their proposed settlement in California state court;
WHEREAS, the Settling Parties jointly agree that Plaintiffs’ claims asserted against KPMG in
the Stevenson and Rossi I Actions should be severed and remanded to the Superior Court of California,
County of Santa Clara, so that the Settling Parties may obtain preliminary and final approval of the
settlement, and that the Settling Parties’ intention to seek approval of the settlement in the Superior Court
of California, County of Santa Clara, supports their request for severance and remand;
WHEREAS, severance and remand of the claims asserted against KPMG does not affect the
Court’s jurisdiction over the remaining claims and parties before the Court. See, e.g., DeMartini v.
DeMartini, No. 2:14-cv-2722-JAM-CKD-PS, 2017 WL 2379950, at *1 (E.D. Cal. June 1, 2017)
(severing and remanding one cause of action while retaining jurisdiction over remaining causes of
action); Schenck v. Curtiss-Wright Corp., No. 2:18-CV-00164-MPK, ECF No. 75 (W.D. Pa. Dec. 7,
Case 4:23-cv-02335-HSG Document 107 Filed 02/12/26 Page 6 of 10

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SECOND AMENDED JOINT STIPULATION AND ORDER SEVERING AND
REMANDING CLAIMS AGAINST KPMG LLP TO STATE COURT FOR SETTLEMENT
APPROVAL
Case No. 4:23-cv-02277-HSG; Case No. 4:23-cv-02335-HSG; Case No. 4:24-cv-01674-HSG
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2018) (granting stipulated order to sever and remand claims, and “retain[] jurisdiction” over the
remaining claims); see also 1A James Wm. Moore et al., Moore’s Fed. Prac. at 701 (2d ed. 1993) (“A
partial remand of a removed action constitutes, in effect, a severance of the part that is remanded from
that which is retained; and orders entered as to the part of the action retained should be subject to the
usual principles of appellate review.”);
WHEREAS, federal courts—including this one—routinely grant requests to remand removed
cases for settlement purposes in similar circumstances, particularly where, as here, settling parties seek
to 	avoid 	uncertainty 	posed 	by 	dispute 	over 	the 	federal 	court’s 	jurisdiction 	to 	enter 	ultimate
judgment. See Nesbitt v. Postmates Inc., No. 3:15-cv-4052-VC, ECF No. 68 (N.D. Cal. Feb. 22, 2017)
(granting stipulation to remand for settlement approval purposes, where parties explained that they
“wish[ed] to endeavor, for the efficiency of the Parties, the Court, and putative class members to limit,
to the extent possible and practicable, the potential for protracted litigation as to whether [subject matter
jurisdiction existed and thus] as to whether this Court could validly approve their settlement.”); Sheppard
v. Mandalay Bay, LLC, No. 2:18-cv-01120-RFB-VCF, 2019 WL 5087482, at *1 (D. Nev. Oct. 9,
2019) (Boulware, J.) (where defendants had removed on the basis of federal question jurisdiction,
granting parties’ stipulation to remand, after parties had reached a settlement agreement, “to facilitate
and advance the settlement process”); Devore v. BWW Res., LLC, No. 2:21-CV-01586-KJM-AC, 2022
WL 2354771, at *1 (E.D. Cal. June 30, 2022) (granting parties’ stipulation to remand “for settlement
purposes and settlement approval purposes only”); Strange v. MDR Grp., LLC, No. 2:19-cv-00135-TLN-
CKD, 2020 WL 7587076, at *1 (E.D. Cal. Dec. 22, 2020) (granting parties’ stipulation to remand for
class action settlement purposes where the parties “agreed that the settlement is more appropriately
resolved in the Superior Court of California, County of Sacramento”); Velez v. CoWorx Staffing Servs.
LLC, No. 5:18-cv-00651-SJO-(KSx), 2018 WL 4553552, at *1 (C.D. Cal. Sept. 19, 2018) (granting
parties’ stipulation to remand lawsuit “for purposes of settlement approval and administration”). The
Settling Parties stipulate and respectfully submit that the Court should grant the same request here; and
Case 4:23-cv-02335-HSG Document 107 Filed 02/12/26 Page 7 of 10

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SECOND AMENDED JOINT STIPULATION AND ORDER SEVERING AND
REMANDING CLAIMS AGAINST KPMG LLP TO STATE COURT FOR SETTLEMENT
APPROVAL
Case No. 4:23-cv-02277-HSG; Case No. 4:23-cv-02335-HSG; Case No. 4:24-cv-01674-HSG
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WHEREAS, the Settling Parties agree that nothing herein shall be deemed to constitute a waiver
of any rights, defenses, objections or any other application to any court that any Settling Party may have
with respect to the claims set forth in the complaints filed in the Stevenson and Rossi I Actions.
NOW THEREFORE, the Settling Parties hereby stipulate and agree as follows:
1. 	Plaintiffs’ claims asserted against KPMG in the Stevenson and Rossi I Actions are
formally severed, and shall be remanded to the Superior Court of California, County of Santa Clara, so
that the Settling Parties may seek preliminary and final approval of the settlement.
2. 	Plaintiffs’ claims asserted against the remaining defendants in the Stevenson and Rossi I
Actions are unaffected such that the Interlocutory Appeal remains pending, and the cases and remaining
claims before the Honorable Haywood S. Gilliam, Jr. remain stayed pending resolution of the
Interlocutory Appeal.
3. 	Nothing herein shall be deemed to constitute a waiver of any rights, defenses, objections
or any other application to any court that any Settling Party may have with respect to the claims set forth
in the complaints filed in the Stevenson and Rossi I Actions.
IT IS SO STIPULATED.
Dated: February 11, 2026 	By: /s/ Adam E. Polk
Adam E. Polk (SBN 273000)
apolk@girardsharp.com
Sean Greene (SBN 328718)
sgreene@girardsharp.com
GIRARD SHARP LLP
601 California Street, Suite 1400
San Francisco, CA 94108
Telephone: (415) 981-4800
Facsimile: (415) 981-4846
Attorneys for Plaintiffs Kim Stevenson and
Howard Tarlow
Dated: February 11, 2026 	By: /s/ David W. Hall
David W. Hall (SBN 274921)
dhall@hallfirmltd.com
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SECOND AMENDED JOINT STIPULATION AND ORDER SEVERING AND
REMANDING CLAIMS AGAINST KPMG LLP TO STATE COURT FOR SETTLEMENT
APPROVAL
Case No. 4:23-cv-02277-HSG; Case No. 4:23-cv-02335-HSG; Case No. 4:24-cv-01674-HSG
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Armen Zohrabian (SBN 230492)
azohrabian@hallfirmltd.com
THE HALL FIRM, LTD
One Embarcadero Center, Suite 1200
San Francisco, CA 94104
Telephone: 415.426.5648
Facsimile: 415.402.0058
Attorneys for Plaintiff Stephen Rossi
Dated: February 11, 2026 	By: /s/ Lisa R. Bugni
Lisa R. Bugni (SBN 323962)
KING & SPALDING LLP
50 California Street, Suite 3300
San Francisco, CA 94111
Telephone: (415) 318-1200
Facsimile: (415) 318-1300
Email: lbugni@kslaw.com
Attorneys for Defendant KPMG LLP
ATTESTATION STATEMENT
I, Adam E. Polk, am the ECF User whose identification and password are being used to file this
document pursuant to Civil L.R. 5-1(i)(3). I attest under penalty of perjury that counsel has concurred in
this filing.
Dated: February 11, 2026 	/s/ Adam E. Polk
Adam E. Polk
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SECOND AMENDED JOINT STIPULATION AND ORDER SEVERING AND
REMANDING CLAIMS AGAINST KPMG LLP TO STATE COURT FOR SETTLEMENT
APPROVAL
Case No. 4:23-cv-02277-HSG; Case No. 4:23-cv-02335-HSG; Case No. 4:24-cv-01674-HSG
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ORDER
FOR GOOD CAUSE appearing herein, and pursuant to the Settling Parties’ stipulation, the Court
hereby orders that:
1. Plaintiffs’ claims asserted against KPMG in the Stevenson and Rossi I Actions are
formally severed, and shall be remanded to the Superior Court of California, County of Santa Clara, so
that the Settling Parties may seek preliminary and final approval of the settlement.
2. Plaintiffs’ claims asserted against the remaining defendants in the Stevenson and Rossi I
Actions are unaffected such that the Interlocutory Appeal remains pending, and the cases and remaining
claims before the Honorable Haywood S. Gilliam, Jr. remain stayed pending resolution of the
Interlocutory Appeal.
3. Nothing herein shall be deemed to constitute a waiver of any rights, defenses, objections
or any other application to any court that any Settling Party may have with respect to the claims set forth
in the complaints filed in the Stevenson and Rossi I Actions.
PURSUANT TO STIPULATION, IT IS SO ORDERED.
Dated: 2/12/2026
HAYWOOD S. GILLIAM, JR.
United States District Judge
Case 4:23-cv-02335-HSG Document 107 Filed 02/12/26 Page 10 of 10