Notice of Proposed Voluntary Dismissal of a Shareholder Derivative Action

  Notice of Proposed Voluntary Dismissal of a Shareholder Derivative Action

Business Wire

SAN RAMON, Calif. -- August 14, 2014

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, 16^th 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

Contact:

Chevron Corporation
Justin Higgs, +1 925-790-6501
 
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