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Case 3:13-cv-00463-CRS Document 42 Filed 05/01/13 of 14 PageID #: 503

UNITED STATES DISTRICT COURT CENTRAL DISTRICT OF CALIFORNIA

CIVIL MINUTES – GENERAL

Case No. SACV 13-117-JST (JPRx) Date: May 1, 2013 Title: Arun Bondali v. Yum! Brands, Inc., et al.

Present: Honorable JOSEPHINE STATON TUCKER, UNITED STATES DISTRICT JUDGE

Dwayne Roberts N/A Deputy Clerk Court Reporter

ATTORNEYS PRESENT FOR PLAINTIFF: ATTORNEYS PRESENT FOR DEFENDANT:

Not Present

Not Present

PROCEEDINGS: (IN CHAMBERS) ORDER (1) GRANTING PLAINTIFF FT’S MOTION FOR CONSOLIDATION, APPOINTMENT AS LEAD PLAINTIFF, AND APPROVAL OF SELECTION OF COUNSEL; (2) GRANTING DEFENDANT’S MOTION TO TRANSFER; AND (3) DENYING PLAINTIFF IIG’S MOTION FOR CONSOLIDATION, APPOINTMENT AS LEAD PLAINTIFF, AND APPROVAL OF SELECTION OF COUNSEL (Docs. 8, 13, 26)

Before the Court are (1) Institutional Investor Group’s (“IIG’s”) Motion for Consolidation of Related Actions, Appointment of the Institutional Group as Lead Plaintiff, and Approval of Selection of Lead Counsel, (Doc. 8); (2) the Frankfurt-Trust Invesment GmbH’s (“FT’s”) Motion for Consolidation, Appointment as Lead Plaintiff, and Approval of Selection of Counsel, ((“FT Mot.”), Doc. 13); and (3) Defendant Yum! Brands, Inc’s (“Yum!’s”) Motion to Transfer Venue, ((“Yum! Mot.”), Doc. 26).

The Court finds this matter appropriate for decision without oral argument. Fed. R. Civ. P. 78(b); C.D. Cal. R. 7-15. Accordingly, the hearing on the Motions, set for May 3, 2013, 2:30 p.m., is VACATED. For the reasons set forth below, the Court GRANTS both FT’s Motion and Yum!’s Motion. On April 12, 2013, IIG filed a Non-Opposition Response to FT’s competing Motion. (Doc. 36.) Therefore, IIG’s Motion is DENIED.

CIVIL MINUTES – GENERAL 1





I. Background

Currently pending before the Court are four securities fraud actions brought against Defendant Yum! and certain of its officers— Bondali v. Yum! Brands, Inc., et al. , Case No. SACV 13-117-JST; Shader v. Yum! Brands, Inc., et al. , Case No. SACV 13- 140-JST; Yun v. Yum! Brands, Inc., et. al , Case No. SACV 13-147-JST; Glaser v. Yum! Brands, Inc., et al. , Case No. SACV 13-173-JST (collectively, “Actions”).

The Plaintiffs in the Actions assert claims for (1) violation of § 10(b) of the Exchange Act and SEC Rule 10b-5 promulgated thereunder, and (2) violation of § 20(a) of the Exchange Act. ( See, e.g. , Bondali Compl. at 24-25.) They allege that, along with other shareholders, they suffered losses as a result of false and misleading statements made by Defendants 1 between October 9, 2012 and January 7, 2013 (“Class Period”) regarding Yum!’s financial condition and its forecasted financial results. ( See, e.g. , Bondali Compl. ¶¶ 4, 7, 10, 14; Yun Compl. ¶¶ 23-24, 28, 35.) Plaintiffs allege that those statements were materially false and misleading because Defendants failed to disclose that (1) “[s]lowing economic trends in China were stronger than reported and could not support the forecasted sales results for the Company’s China Division [or] the Company-wide increased EPS growth,” (2) Defendants knew that Chinese chicken supplier Shandong Liuhe Group had sold Yum! chickens with high levels of antibiotics and other illegal drugs and/or chemicals, and (3) Yum! had continued to buy products from the Shandong Liuhe Group until as late as August 2012 . 2

II. Consolidation

A. Legal Standard

1 In addition to Yum!, the four complaints name as Defendants Yum! corporate officers David C. Novak, Patrick Grismer, Jingshyh S. Su, and Richard T. Carucci. 2 The Glaser Complaint does not allege that Defendants failed to disclose that slowing economic trends in China were stronger than reported. (Glaser Compl. ¶ 16.) Otherwise, it is substantively identical to the complaints in the other Actions.






The Private Securities Litigation Reform Act (“PSLRA”), which governs private securities class actions, requires that the Court decide any motion to consolidate prior to appointing lead plaintiff. 15 U.S.C. § 78u-4(a)(3)(B)(ii). Under Fed. R. Civ. P. 42(a)(2), “[i]f actions before the court involve a common question of law or fact the court may . . . consolidate the actions.” “Class action shareholder suits in particular are ideally suited to consolidation because their unification expedites proceedings, reduces duplication, and minimizes the expenditure of time and money by all concerned.” Schueneman v. Arena Pharm., Inc., 2011 WL 3475380, at *1 (S.D. Cal. Aug. 8, 2011) (internal citations and quotations omitted).

B. Discussion

No party objects to the consolidation of the Actions. Having reviewed the complaints in the Actions, the Court finds that they involve virtually identical factual and legal issues. The Actions all allege the same Class Period and are brought by shareholders only. They involve identical defendants—Yum! and the same four individual defendants. Finally, they all allege violations of federal securities laws, including §§ 10(b) and 20(a) of the Exchange Act and Rule 10b-5, arising out of allegedly false and misleading statements made during the Class Period. Accordingly, the Court finds the Actions appropriate for consolidation.

III. Appointment of Lead Plaintiff

A. Legal Standard

Under the PSLRA, a plaintiff bringing a securities fraud class action must cause a notice to be published in a national, business-oriented publication no later than 20 days after filing his complaint. 15 U.S.C. § 78u-4(a)(3)(A)(i). The notice must inform members of the purported class of (1) the details and pendency of the action and (2) their right to seek appointment as lead plaintiff within 60 days after the date on which notice is published. Id. Not later than 60 days after the date on which the notice is published, any






member of the purported class may move the court to serve as lead plaintiff of the purported class. Id.

Within 90 days after the publication of the notice, a court shall consider any motion made by a class member to serve as lead plaintiff. 15 U.S.C. § 78u-4(a)(3)(B)(i). Additionally, a court is required to appoint a lead plaintiff in a timely manner after the decision to consolidate has been made. 15 U.S.C. § 78u-4(a)(3)(B)(ii). A court shall appoint as lead plaintiff “the member or members of the purported plaintiff class that the court determines to be most capable of adequately representing the interests of class members.” 15 U.S.C. § 78u-4(a)(3)(B)(i).

The PSLRA provides that the most adequate plaintiff is the one who has “the largest financial interest in the relief sought by the class” and “otherwise satisfies the requirements of Rule 23 of the Federal Rules of Civil Procedure.” 15 U.S.C. § 78u-4(a)(3)(B)(iii)(I). “In other words, the district court must compare the financial stakes of the various plaintiffs and determine which one has the most to gain from the lawsuit. It must then focus its attention on that plaintiff and determine, based on the information he has provided in his pleadings and declarations, whether he satisfies the requirements of Rule 23(a), in particular those of ‘typicality’ and ‘adequacy.’” In re Cavanaugh, 306 F.3d 726, 730 (9th Cir. 2002).

B. Discussion

The Plaintiff in the first-filed of the Actions, Arun Bondali, filed his complaint on January 24, 2013. (Bondali Compl.) That same day, Bondali’s counsel, Robbins Gellar Rudman & Dowd LLP, published a notice in Business Wire that announced the pendency of the action, the securities violations alleged against Defendants, the Class Period, and the right of any class member to serve as lead plaintiff. (Myers Decl. Ex. D, Doc. 15.)

The 60-day period in which to file an application to serve as lead plaintiff expired on March 25, 2013. FT filed its Motion on that date. One other member of the purported class, IIG, filed an application for appointment as lead plaintiff. (Doc. 10.) However, IIG later filed a notice of non-opposition to FT’s Motion, acknowledging that it “does not appear to have the largest financial interest in the relief sought by the class” and that






“FT’s claimed loss . . . entitles it to the presumption as the most adequate plaintiff.” (Doc. 36 at 1.)

FT has submitted a chart detailing its purchases of Yum!’s stock during the Class Period. (Myers Decl. Ex. B.) According to the chart, FT bought a total of 142,000 Yum! shares during the Class Period. ( Id.) It sold those shares on January 9, 2013, at a loss of $958,511.87. (Id.) Because IIG and FT are the only plaintiffs who filed applications, the Court does not have access to financial information from other parties. 3 Therefore, the Court must conclude that FT qualifies as the plaintiff with the largest financial interest in the relief sought. Bassin v. deCODE Genetics, Inc. , 230 F.R.D. 313, 316 (S.D.N.Y. 2005).

FT must also satisfy the requirements of class representatives under Rule 23(a), namely “typicality” and “adequacy.” To meet the typicality requirement, plaintiff’s claims must be “reasonably co-extensive with those of absent class members; they need not be substantially identical.” Hanlon v. Chrysler Corp., 150 F.3d 1011, 1020 (9th Cir. 1998). Like other members of the purported class, FT acquired Yum! common stock during the Class Period, and sold that stock at a loss. Although FT has not filed a complaint against Yum!, it represents in its Motion that, like the other members of the purported class, it “seeks recovery for losses incurred as a result of Defendants’ misrepresentations and omissions that resulted in declines in the share price of Yum[!] securities.” (FT Mot. at 10.) FT alleges that, like all members of the purported class, it (1) acquired Yum!’s common stock during the Class Period, (2) at prices artificially inflated by Defendants’ alleged misrepresentations and omissions, and (3) suffered damages as a result. In a securities class action, this is sufficient to satisfy Rule 23(a)(3)’s typicality requirement. See Ferrari v. Gisch, 225 F.R.D. 599, 606 (C.D. Cal. 2004) (finding typicality where applicant for lead plaintiff had “submitted sworn certifications and declarations indicating that they purchased securities during the relevant class period and suffered losses as a result”); Puente v. Chinacast Educ. Corp. ,

3 IIG suffered a loss of $312,246. (Labaton Decl. Ex. D, Doc. 11-4.) Both FT and IIG’s losses are calculated under the last-in-first-out method. (FT Mot. at 1; Labaton Decl. Ex. D, Doc. 11- 4.)






(C.D. Cal. Aug. 22, 2012) (“Plaintiffs' claims are typical because, just like other class members, they: (1) purchased [defendant corporation’s] securities during the Class Period, (2) suffered the same injuries as a result of the same course of conduct by defendants, and (3) have claims that are based on the same legal issues.”).

“[R]epresentation is ‘adequate’ when the representative’s interests are not antagonistic to the interests of absent class members, it is unlikely that the action is collusive, and counsel for the class is qualified and competent.” Ferrari, 225 F.R.D. at 607 (citing In re Northern Dist. of Cal., Dalkon Shield IUD Prod. Liab. Litig. , 693 F.2d 847, 855 (9th Cir. 1982)). Here, FT has submitted a certification that it is willing to serve as representative. (Myers Decl. Ex. A.) 4 The Court is not aware of any conflicts between FT and other class members, and the only other applicant for lead plaintiff, IIG, has filed a notice of non-opposition to FT’s competing Motion. Finally, the Court finds FT’s selected counsel qualified and competent, as is discussed further below.

Therefore, based on the evidence before the Court, FT is presumptively the “most adequate plaintiff” to serve as lead plaintiff in the consolidated action. Therefore, the Court grants FT’s Motion for appointment as lead plaintiff.

IV. Approval of Lead Counsel

FT also moves to designate its selected law firm, Labaton Sucharow LLP, as lead counsel. The PSLRA provides that the “most adequate plaintiff shall, subject to the approval of the court, select and retain counsel....” 15 U.S.C. § 78u-4(a)(3)(B)(v). The firm resume of Labaton Sucharow LLP shows that it has significant experience litigating securities fraud class actions. (Myers Decl. Ex. E.) Therefore, the Court appoints Labaton Sucharow LLP as lead counsel.

4 The certification is signed by Karl Stäcker, FT’s Managing Director, and Marion Leukert, FT’s Head of Legal Department, on FT’s behalf.






V. Transfer of Venue

A. Legal Standard

“For the convenience of parties and witnesses, in the interest of justice, a district court may transfer any civil action to any other district or division where it might have been brought.” 28 U.S.C. § 1404(a). “Section 1404(a) is intended to place discretion in the district court to adjudicate motions for transfer according to an individualized, case-by-case consideration of convenience and fairness.” Stewart Org., Inc. v. Ricoh Corp. , 487 U.S. 22, 29 (1988) (quotation marks omitted). In a motion to transfer venue, the burden is on the defendant to “make a strong showing of inconvenience to warrant upsetting the plaintiff’s choice of forum.” Decker Coal Co. v. Commonwealth Edison Co. , 805 F.2d 834, 843 (9th Cir. 1986). “The inquiry is not whether one venue or another would be the best venue; but rather whether there is a venue that is more convenient.” Fed. Trade Comm’n v. Watson Pharm., Inc. , 611 F. Supp. 2d 1081, 1086 (C.D. Cal. 2009).

To meet this burden, a moving party must demonstrate that both private and public interests favor a transfer. Among the factors the Court may consider are: “(1) the location where the relevant agreements were negotiated and executed, (2) the state that is most familiar with the governing law, (3) the plaintiff’s choice of forum, (4) the respective parties’ contacts with the forum, (5) the contacts relating to the plaintiff’s cause of action in the chosen forum, (6) the differences in the costs of litigation in the two forums, (7) the availability of compulsory process to compel attendance of unwilling non-party witnesses, and (8) the ease of access to sources of proof.” Jones v. GNC Franchising, Inc., 211 F.3d 495, 498-499 (9th Cir. 2000). The Court notes that “these factors cannot be mechanically applied to all types of cases.” Amazon.com v. Cendant Corp. , 404 F. Supp. 2d 1256, 1259 (W.D. Wash. 2005).






B. Discussion

1. This Action Could Have Been Brought in the Western District of Kentucky

Pursuant to the Exchange Act, plaintiffs in securities fraud actions may bring suit in any district “wherein the defendant is found or is an inhabitant or transacts business.” 15 U.S.C. § 78aa. Yum!’s corporate headquarters are located in Louisville, Kentucky, within the Western District of Kentucky (“Western District”). (Bondali Compl. ¶ 19.)

2. Interests of Convenience and Justice—Jones Factors

a. Plaintiff’s Choice of Forum

“Although great weight is generally accorded plaintiff’s choice of forum, when an individual brings a derivative suit or represents a class, the named plaintiff’s choice of forum is given less weight.” Lou v. Belzberg , 834 F.2d 730, 739 (9th Cir. 1987) (internal citations omitted). Therefore, “[i]f the operative facts have not occurred within the forum and the forum has no interest in the parties or subject matter, [plaintiff’s] choice is entitled to only minimal consideration.” Id.

None of the operative facts alleged by Plaintiffs occurred in this district. The alleged misrepresentations were all made either by Yum!, which has its headquarters within the Western District, or by Defendants Novak, Grismer, or Carucci, who are residents of and work in the Western District. (Bondali Compl. ¶¶ 7, 10, 14; Yun Compl. ¶ 23-24, 28; Kurnick Decl. ¶¶ 2-3(c), Doc. 26-1.) The facts that Defendants allegedly failed to disclose—(1) slowing economic trends in China and (2) that Yum! had knowingly continued to purchase from a Chinese supplier chicken that contained high levels of antibiotics and other illegal drugs and/or chemicals—all involve Yum!’s China Division, which is headquartered in Shanghai, China. (Kurnick Decl. ¶ 3(d).) The complaints allege that Yum!’s Taco Bell U.S. Division is headquartered within this






district. (See, e.g. , Bondali Compl. ¶ 2.) However, the complaints contain no other allegations regarding Taco Bell. 5

On March 27, 2013, pursuant to a stipulation by the parties, the Court signed an order extending the deadline for Defendants to respond to the Bondali Complaint. (Doc. 29.) The order stated that if Lead Plaintiff chose to file a consolidated complaint, it would need to do so within 60 days of the entry of an order appointing lead counsel. ( Id.) Although FT never explicitly states that it intends to file a consolidated complaint that includes allegations regarding Taco Bell, it argues that “[t]here is ample support in the public record for the proposition that . . . Taco Bell was involved in the same kinds of tainted food distribution that form the basis of the initial complaints’ fraud claims regarding [Yum!’s] China operations.” (FT Opp’n at 1-2.) FT contends that it would therefore be premature for the Court to conclude at this stage that the operative facts in this case will not relate to this district. ( Id. at 6-7.)

FT cites to no case holding that a motion to transfer venue is not ripe until after the appointment of lead plaintiff and the filing of a consolidated complaint. Defendants, on the other hand, cite to a case in which a district court rejected the argument that, because of a stipulation similar to the one in this case, a motion to transfer venue was premature. Strougo v. Brantley Capital Corp. , 243 F.R.D. 100, 103 n.2 (S.D.N.Y. 2007). The court noted that that stipulation—like the one in this case—“d[id] not even impliedly address a

5 FT argues that “[Yum!’s] corporate activities in this District relate directly to [its] KFC subsidiary.” (FT Opp’n at 2, Doc. 38.) As evidence, it submits (1) “the public profile of the Vice President of Operations for KFC U.S.,” which lists his address as Irvine, California, and (2) customs data reflecting that a Yum! subsidiary imported chicken from Brazil, which entered this country through the Port of Long Beach. (FT Opp’n at 2; Myers Decl. Exs. B, C, Docs. 38-3, 38-4.) The relevance of these facts is unclear—the parties do not dispute that Yum! and its KFC subsidiary conduct business in this district, and the facts do not relate to the allegations in the complaints. The complaints contain no allegations regarding the VP of Operations for KFC U.S. Yum! has submitted a declaration from Joaquin Pelaez, the Senior Vice President and Chief Support Officer for Yum!’s China Division, stating that the division “does not, and did not during the purported class period, purchase or import any chicken or chicken parts from the United States” and “did not direct that any shipments of chicken parts imported from Brazil to China be made through California on their way to China.” (Pelaez Decl. ¶ 5, Doc. 40-2.)






potential motion to transfer venue, [and] could [not] possibly be construed so as to limit [the] Court’s authority to decide such a motion.” Id. As such, the Court concludes that the fact that FT might file a consolidated complaint that might include allegations involving Taco Bell is not reason to defer deciding this motion. As currently pleaded, the complaints contain no connection to this district.

Futhermore, where the plaintiff does not reside in his chosen forum, courts accord the plaintiff’s choice considerably less deference. Healey v. Spencer , No. CV 09–7596 AHM (DTBx), 2010 WL 669220, at *1 (C.D. Cal. Feb. 22, 2010). See also Williams v. Bowman , 157 F.Supp.2d 1103, 1106 (N. D. Cal. 2001) (noting that the presumption in favor of plaintiff’s choice of forum yields when the plaintiff does not reside in the venue). Lead Plaintiff FT is based in Frankfurt, Germany. (FT Mot. at 11.) The only plaintiff in any of the Actions who resides in this district is Plaintiff Arun Bondali. (Bondali Compl. at 34.)

FT argues that regardless, the Ninth Circuit has held that “the intent of the venue and jurisdiction provisions of the securities laws is to grant potential plaintiffs liberal choice in their selection of forum” and that therefore, “unless the balance of factors is strongly in favor of the defendants, the plaintiff’s choice of forum should rarely be disturbed.” Securities Investor Protection Corp. v. Vigman (“ Vigman ”), 764 F.2d 1309, 1317 (9th Cir. 1985); see FT Opp’n at 8. However, Vigman did not involve a motion to transfer venue, but rather the initial laying of venue. FT also cites to a district court case holding, in the context of a motion to transfer venue, that “[w]here venue is governed by a more permissive standard, a plaintiff’s choice is entitled to greater deference as a matter of law, even where that case is brought as a class action.” Ellis v. Costco Wholesale Corp. , 372 F. Supp. 2d 530, 537 (N.D. Cal. 2005). However, that case was a Title VII employment discrimination case and plaintiffs’ chosen venue was the district where plaintiffs alleged “they would have worked but for the alleged unlawful employment practices.” Id. at 542. It was also “home to a proportionately large segment of the putative class.” Id. at 543.

This case is a nationwide class action, Lead Plaintiff does not reside in this district and, as currently pleaded, this case has no connection to this district. Therefore, the Court finds that plaintiff’s choice of forum should be accorded minimal weight. See, e.g. ,

10 CIVIL MINUTES – GENERAL





Lou , 834 F.2d at 739; Williams , 157 F. Supp. 2d at 1106. As such, this factor does not weigh against transfer.

b. Parties’ Contacts with the Forum and Contacts Relating to Plaintiff’s Cause of Action

With the exception of Bondali, the parties in this case have minimal contacts with this District. Three of the four individual defendants live and work in the Western District; the fourth, Jin-Shyh S. Su, lives and works in Shanghai, China. (Kurnick Decl. ¶ 3(a)-(d), Doc. 26-1.) Yum! does conduct business in this District, but the causes of action in this case do not relate to those business activities. Instead, they relate to activities which took place in China and in the Western District. Accordingly, this factor favors transfer.

c. Differences in Costs of Litigation and Ease of Access to Sources ofProof

Yum! argues that these factors weigh in favor of transfer to the Western District. Three of the four individual defendants reside in that district. (Kurnick Decl. ¶ 3(a)-(c).) 6 Furthermore, because Yum! is based in Louisville, Kentucky, many of Yum!’s top executives reside in the Western District. Yum! specifically identifies five executives residing in the Western District who would likely be called to provide testimony in this case, including Yum!’s Vice President of Finance and Corporate Controller, its Vice President of Investor Relations, and its Senior Director of Corporate Planning. (Yum! Mot. at 11; Kurnick Decl. ¶ 3(f)-(j).) Finally, Yum! notes that its Investor Relations,

6 The fourth individual defendant resides in Shanghai, China. (Kurnick Decl. ¶ 3(d).) In addition, given the nature of the allegations in this case, many documents and witnesses are likely to be found in China. However, that fact favors neither this District nor the Western District. See, e.g. , Pfeiffer v. Himax Techs, Inc. , 530 F. Supp. 2d 1121, 1124 (C.D. Cal. 2008) (holding that “[t]he burden of transporting documents and witnesses from Asia w[ould] be the same” to either the Central District of California or the Southern District of New York.)






Finance, Control, and Public Affairs departments are all based at its corporate headquarters, and that those departments are responsible for its financial analysis and reporting and for investor communications. (Yum! Mot. at 11; Russell Decl. ¶¶ 5-8, Doc. 26-2.)

Given the allegations in this case, it is clear that the employees’ testimony will be relevant evidence. Therefore, litigation will be less costly, and access to sources of proof easier, in the Western District where those employees reside. 7 See Global Décor, Inc. v. Cincinnati Ins. Co. , No. CV 11-2602-JST (FMOx), 2011 WL 2437236, at *5 (C.D. Cal. June 16, 2011) (citing Italian Colors Rest. v. Am. Express Co. , 2003 WL 22682482 at *5 (N.D. Cal. Nov. 10, 2003) (“Generally, litigation costs are reduced when venue is located near most of the witnesses expected to testify or give depositions.”)). Accordingly, these factors weigh heavily in favor of transfer.

d. Availability of Compulsory Process to Compel Attendance ofNon-Party Witnesses

Yum! argues that this factor weighs in favor of transfer, because numerous Yum! employees responsible for the information underlying the alleged misstatements reside in the Western District. (Yum! Mot. at 14.) However, non-party employee witnesses can be compelled to testify. Allstar Marketing Grp., LLC v. Your Store Online, LLC , 666 F. Supp. 2d 1109, 1132-33 (C.D. Cal. 2009) (noting that courts discount inconvenience to non-party employee witnesses, because they can be compelled to testify). Yum!

7 Yum! also notes that most of the documents relating to the alleged misstatements are located in the Western District, since it “prepares and maintains its publicly-reported financial statements and financial records, along with the core underlying financial documents and data, at its headquarters.” (Yum! Mot. at 12; Russell Decl. ¶ 13-14.) Since these documents are presumably electronic, and can thus be transferred with ease to any district, this fact does not weigh heavily in favor of transfer. See Global Décor, Inc. v. Cincinnati Ins. Co. , No. CV 11- 2602-JST (FMOx), 2011 WL 2437236, at *5 (C.D. Cal. June 16, 2011) (citing Metz v. U.S. Life Ins. Co. , 674 F. Supp. 2d 1152, 1160 (C.D. Cal. 2009)).





Case No. SACV 13-117-JST (JPRx)

Date: May 1, 2013 Title: Arun Bondali v. Yum! Brands, Inc., et al.

identifies no potential non-party witnesses who are reside in the Western District and are not Yum! employees. Therefore, this factor does not favor transfer.

e. Remaining Factors

These remaining Jones factors are all either irrelevant to this case or neutral. The location where relevant agreements were negotiated and executed is irrelevant, as there are no agreements at issue in this case. There is also no forum selection clause at issue. Federal courts in California and Kentucky are equally familiar with the federal securities laws governing this case. Finally, as this is a nationwide class action case involving federal claims, neither California nor Kentucky has a greater public policy interest in the outcome of this case.

The Court concludes that, considered together, the relevant factors weigh in favor of transfer. Plaintiff’s choice of forum is entitled to minimal deference, and Yum! has demonstrated that it would be more convenient and cost-effective to litigate this case in the Western District. Therefore, the Court grants Yum!’s Motion.

VI. Conclusion

For the foregoing reasons, the Court GRANTS FT’s Motion. Accordingly, the Actions are to be CONSOLIDATED for all purposes, including trial, under SACV 13- 117-JST (JPRx), and shall bear the following caption:

IN RE YUM! BRANDS, INC. SECURITIES LITIGATION

Case No. 8:13-CV-00117-JST (JPRx)

The Clerk shall CLOSE case numbers SACV 13-140-JST (JPRx), SACV 13-147-JST (JPRx), and SACV13-173-JST (JPRx). The unopposed Motions to Transfer Venue






currently pending in each of those cases are DENIED AS MOOT, and the hearings on those Motions, currently scheduled for May 3, 2013, 2:30 p.m., are VACATED.

The Court APPOINTS FT as Lead Plaintiff, and APPROVES its selection of Labaton Sucharow LLP as Lead Counsel. Finally, the Court GRANTS Yum!’s Motion and TRANSFERS this case to the Western District of Kentucky.

Initials of Preparer:


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