Averza v. Super Micro Computer, Inc.

• Court: District Court, N.D. California
• Decided: January 27, 2025
• Docket: 5:24-cv-06147
• Status: Unknown

Opinion

1 2 3 4 UNITED STATES DISTRICT COURT 5 NORTHERN DISTRICT OF CALIFORNIA 6 7 JOSEPH AVERZA, et al., Case No. 24-cv-06147-EJD (SVK)

8 Plaintiffs, ORDER RESOLVING 9 v. DISCOVERY DISPUTES

10 SUPER MICRO COMPUTER, INC., et al., Re: Dkt. Nos. 105-08 11 Defendants.

12 Crain Walnut Shelling, LP (“CWS”) and Universal-Investment-Gesellschaft mbH 13 (“Universal”) are vying for the top spot of lead plaintiff in this putative, securities class action, 14 which arises out of alleged misrepresentations disseminated by Super Micro Computer, Inc. 15 (“Super Micro”), and two of its executives. The presiding judge, the Honorable Edward J. Davila, 16 declared CWS the presumptive lead plaintiff but found that Universal had “raised serious 17 questions” about CWS’s “fitness for that role.” See Dkt. 99 at 2. Judge Davila accordingly 18 ordered the Parties to conduct discovery into three narrow topics: 19  Topic 1: CWS’s “ownership structure and decision-making processes.” See id. at 6-7. 20 Judge Davila opened discovery into this topic to address his concerns “about who holds 21 final decision-making authority” within CWS and how CWS “would oversee this litigation 22 if appointed as lead plaintiff.” See id. at 7. 23  Topic 2: CWS’s “financial condition.” See id. at 8-9. Judge Davila opened discovery 24 into this topic to address his concern about CWS’s “ability to continue as a going 25 concern.” See id. at 8. 26  Topic 3: “[T]he circumstances of [CWS’s] purchase of Super Micro stock.” Id. at 9. 27 Judge Davila opened discovery into this topic to address his concerns about why CWS, “an 1 and “whether [CWS] relied on Super Micro’s alleged misrepresentations to purchase Super 2 Micro stock” or if “some other reason might have driven [CWS’s] decision to rapidly 3 acquire stock.” See id. 4 Universal subsequently propounded several requests for production (“RFPs”) and 5 interrogatories on CWS and noticed a deposition of Charles Crain, Jr., the ultimate owner of CWS. 6 The Parties now present the Court with two discovery disputes: (1) resolving CWS’s objections to 7 some of Universal’s RFPs and interrogatories; and (2) evaluating CWS’s proposed limitations on 8 the deposition of Mr. Crain. See Dkts. 106, 108. The Court has determined that these disputes are 9 suitable for resolution without oral argument. See Civil Local Rule 7-1(b). Having reviewed the 10 Parties’ submissions, the relevant law and the record in this action, the Court resolves the disputes 11 as set forth below. 12 I. RFPS AND INTERROGATORIES 13 Attached to this Order is a chart containing the Court’s rulings on CWS’s objections on a 14 request-by-request basis. CWS must provide supplemental productions and responses consistent 15 with the Court’s rulings by January 31, 2025. The applicable time period is the proposed class 16 period: August 10, 2021, through August 26, 2024 (inclusive). See Dkt. 1 ¶ 1. 17 II. DEPOSITION OF MR. CRAIN 18 Universal noticed a deposition of Mr. Crain pursuant to Federal Rule of Civil Procedure 19 30(b)(1). CWS requests that the Court modify the proposed deposition in four ways: (1) convert 20 the deposition into a deposition of CWS in which Mr. Crain appears as its representative pursuant 21 to Rule 30(b)(6); (2) limit the scope of the deposition to Topics 1-3; (3) limit the length of the 22 deposition to two hours; and (4) require Universal to depose Mr. Crain in Los Molinos, California. 23 Rule 30(b)(1) or Rule 30(b)(6)? Because CWS is an organization, CWS insists that 24 Universal may depose it only through the procedures set forth in Rule 30(b)(6). Implicit in CWS’s 25 argument is the suggestion that CWS is the only party whom Universal may depose in conducting 26 discovery. Judge Davila did not include any such limitation in his order. Further, Mr. Crain has 27 represented that he has “sole ownership and decision-making authority for CWS,” which confirms 1 Mr. Crain in his personal capacity as a non-party pursuant to Rule 30(b)(1). 2 In permitting Universal to depose Mr. Crain as a non-party, the Court assumes that 3 Universal intends to depose Mr. Crain as a non-party and not merely as a representative of CWS— 4 in its notice of deposition, Universal identified Mr. Crain as the deponent and not CWS. If 5 Universal intends to depose Mr. Crain as a representative of CWS under Rule 30(b)(1), it may do 6 so but must re-notice the deposition to clarify that Mr. Crain will appear as a representative of 7 CWS. See 7 Moore’s Federal Practice – Civil § 30.25 (2024) (“A party may still name a particular 8 person to testify on behalf of the organization by noticing the deposition under Rule 30(b)(1)— 9 provided that the deponent is an officer, director, or managing agent—and by indicating that the 10 person named will be expected to testify on behalf of the organization.” (emphasis added) 11 (citations omitted)); accord Elasticsearch, Inc. v. Floragunn GmbH, No.19-cv-05553-YGR, 2021 12 WL 1753796, at *1 (N.D. Cal. May 4, 2021). 13 CWS prefers that Universal conduct a Rule 30(b)(6) deposition because CWS wishes to 14 restrict the scope of Universal’s questioning as required in a Rule 30(b)(6) deposition. As 15 discussed below, the scope is necessarily limited even if CWS conducts the deposition under Rule 16 30(b)(1). 17 Scope. Judge Davila was clear: The Parties may conduct discovery into Topics 1-3. He 18 did not permit discovery into any other subjects. Accordingly, Universal may not ask Mr. Crain 19 any questions outside the scope of Topics 1-3. That scope is neither as broad as Universal insists 20 nor as narrow as Mr. Crain believes. The Parties should refer to the Court’s rulings in the attached 21 chart to better understand what is and is not within the scope of Topics 1-3. The Court also 22 provides the following guidance: 23  Topic 1 is broad enough to encompass all entities within the ownership chain of CWS. 24  Topic 2 does not encompass the financial condition of any entity other than CWS itself, 25 absent a non-speculative demonstration that the financial condition of another entity 26 impacts CWS’s ability to continue as a going concern. Universal did not provide any such 27 non-speculative demonstration in its submissions. 1 maintains a controlling interest. 2  Just because an entity is affiliated with CWS or Mr. Crain does not automatically mean 3 that the entity is relevant to Topics 1-3. Universal must do more to connect an entity to a 4 topic than merely note its relationship to CWS or Mr. Crain. 5 Duration. “Unless otherwise stipulated or ordered by the court, a deposition is limited to 6 one day of 7 hours.” Fed. R. Civ. P. 30(d)(1). Thus, seven hours is the default length. See In re 7 Republic of Ecuador, No. 10-mc-80225-CRB, 2011 WL 736868, at *5 (N.D. Cal. Feb. 22, 2011). 8 CWS offers no reason to shorten this length beyond conclusorily asserting that “[h]aving Mr. 9 Crain sit for seven hours of deposition testimony is unreasonable.” See Dkt. 108 at 5. The Court, 10 therefore, will not shorten the deposition length. 11 Location. CWS requests that Universal depose Mr. Crain in Los Molinos, California, to 12 accommodate his convenience. See id. But CWS is the presumptive lead plaintiff and requests 13 that the Court appoint it as the lead plaintiff. That is key because a plaintiff is presumptively 14 subject to a deposition in the judicial district in which a case is commenced. See Sunsauce Foods 15 Indus. Corp. v. Son Fish Sauce USA Corp., No. 22-cv-08973-PCP, 2024 WL 778395, at *2 (N.D. 16 Cal. Feb. 26, 2024). Los Molinos does not qualify because it is located in Tehama County, 17 California, which is within the Eastern District. See 28 U.S.C. § 84(b). 18 Of course, as noted above, Universal may depose Mr. Crain as a non-party and not merely 19 as a representative of CWS. Even so, based on Mr. Crain’s representations, he retains sole control 20 over the company, and Universal undoubtedly seeks to depose him to probe his exercise of that 21 authority. Accordingly, in light of the circumstances in which the instant discovery disputes arise 22 (a battle over appointment of CWS as lead plaintiff), regardless of whether Universal deposes Mr. 23 Crain as a representative of CWS or in his individual capacity, equity requires that Mr. Crain 24 appear for a deposition in the Northern District of California at a location noticed by Universal. 25 /// 26 /// 27 /// Il. MOTIONS TO SEAL In connection with submitting the discovery disputes, CWS requested that the Court seal 2 portions of the submissions. See Dkts. 105, 107. The Court’s reasoning in this Order (including 3 the attached chart) does not depend on the information sought to be sealed, and the Court does not 4 expressly discuss any of that information. Accordingly, the Court TERMINATES AS MOOT 5 the motions to seal; Dkts. 105-3, 105-4, 105-5 and 107-3 shall remain under seal. See, e.g., Bloom 6 Energy Corp. v. Badger, No. 21-cv-02154-PJH, 2021 WL 4079208, at *13 (N.D. Cal. Sept. 8, 7 2021). The Court has also preserved the redactions included by CWS in the attached chart. 8 SO ORDERED. 9 Dated: January 27, 2025 10 1] S / SUSAN VAN KEULEN United States Magistrate Judge 2B

16 Z 18 19 20 21 22 23 24 25 26 27 28

Case 5:24-cv-06147-EJD Document 109 Filed 01/27/25 Page 6 of 21 Chart of Court’s Rulings Disputed Requests for Production

RFP No. Disputed Request Crain Walnut’s Response Universal’s Crain Walnut’s Court’s Decision Compromise/Position Compromise/Position 5 Documents sufficient to show the CWS objects to this Request on the Universal does not believe a Notwithstanding CWS’s The requested documents legal structure, ownership, following grounds: limitation to this Request for objections, CWS has produced are relevant to Topic 1. organizational structure, business Production is appropriate and the formation documents for However, the RFP is and operations, identity of any 1. The Request seeks information or requests Crain Walnut fully CWS, Crain Walnut Shelling, overbroad to the extent it current or former partners, and documents that are irrelevant and comply with this Request for Inc., Nuez Progresivo, Inc., and seeks documents decision-making processes of: beyond the permissible scope of Production. Crain Walnut has Grupo Progresivo, Inc. concerning: (1) entities limited discovery set forth in the produced some documents outside the ownership chain (a) Crain Walnut Shelling, Inc.; Order. See also Gen. Obj. Nos. 1-3. showing the legal structure of While Universal has not raised of CWS; and (2) any Crain Walnut Shelling, LP, Nuez any deficiencies in this entities’ “business and (b) Nuez Progresivo, Inc.; 2. The Request seeks information or Progresivo, Inc, and Grupo production as to CWS, Crain operations.” documents that are irrelevant, not Progresivo, Inc, but this is not Walnut Shelling, Inc., Nuez (c) Grupo Progresivo, Inc.; proportionate, and unduly the same as providing such Progresivo, Inc., and Grupo The Court ORDERS CWS burdensome to the extent it seeks documents for all of the related Progresivo, Inc., to the extent it to produce documents (d) Eco-Shell LP; corporate information or documents parties listed in the Request for does, CWS will consider responsive to the following from periods other than when the Production. Universal’s requests and respond revised RFP: “Documents (e) Crain Orchards, Inc.; transactions in Super Micro securities appropriately. sufficient to show the legal (f) C.R. Crain & Sons, Inc. d/b/a occurred. Universal’s position in the Joint structure, ownership, Crain of California; Statement supports the relevance CWS further notes that organizational structure, 3. The Request seeks information or of this request. Such discovery is Universal has refused to produce identity of any current or (g) Crain Ranch d/b/a Crain documents that are irrelevant, not necessary to fully understand similar information for all of its former partners during the Marketing, Inc.; proportionate, and unduly Mr. Crain’s Super Micro investment funds on relevancy relevant period, and burdensome to the extent it seeks investments grounds. decision-making processes (h) Crain Farming, LP; corporate information or documents of: (1) CWS; and (2) any concerning the formation of corporate In addition, from the discovery entity with a direct or (i) Crain International #2; entities other than CWS and its produced thus far, is appears that indirect ownership interest constituting partners (Crain Walnut there are additional related in CWS.” (j) any other entity controlled by Shelling, Inc., Nuez Progresivo, Inc., entities that Universal would Charles R. Crain, Jr.; and and Grupo Progresivo, Inc). expect to fall into (j) or (k) of this request, including Shell 4. The phrases “controlled by” and “has Processing Facility LP, Crain of the decision-making authority” are California, Inc., Eco-Shell, Inc., vague, overbroad, and ambiguous, Crain International #4, Butte

1 Case 5:24-cv-06147-EJD Document 109 Filed 01/27/25 Page 7 of 21 Chart of Court’s Rulings RFP No. Disputed Request Crain Walnut’s Response Universal’s Crain Walnut’s Court’s Decision Compromise/Position Compromise/Position (k) any other entity for which and also potentially call for legal Vista Farms, LLC, Crain Ranch Charles R. Crain, Jr. has the conclusions. In responding to this and Sons, NuVista LP, and decision-making authority. Request, CWS construes these two Walnut Processing Facility, LP. phrases as referring to any entity in which Charles R. Crain, Jr., directly or indirectly, owns more than 50 percent of voting stock (for corporations) or more than 50 percent of the beneficial interests (for partnerships). Nevertheless, to the extent the Request seeks any information or documents concerning the structure, ownership, operations, or processes of any entity that Charles R. Crain, Jr. controls or has decision- making authority (other than potentially CWS and its constituting partners), the Request seeks information and documents that are irrelevant, not proportionate, duplicative, and unduly burdensome.

In reliance upon its objections, CWS will not produce documents responsive to this Request other than those non- privileged documents produced in response to Request Nos. 3 and 4.

6 All documents concerning the CWS objects to this Request on the Universal does not believe a Notwithstanding CWS’s See Court’s Decision re formation of the entities listed in following grounds: limitation to this Request for objections, CWS has produced RFP No. 5. The Court Request 5(a)-(k), including Production is appropriate and the formation documents for ORDERS CWS to produce partnership agreements, certificates 1. The Request seeks information or requests Crain Walnut fully CWS, Crain Walnut Shelling, responsive documents for of incorporation, and bylaws. documents that are irrelevant and comply with this Request for those entities within the

2 Case 5:24-cv-06147-EJD Document 109 Filed 01/27/25 Page 8 of 21 Chart of Court’s Rulings RFP No. Disputed Request Crain Walnut’s Response Universal’s Crain Walnut’s Court’s Decision Compromise/Position Compromise/Position beyond the permissible scope of Production. Crain Walnut has Inc., Nuez Progresivo, Inc., and scope of the Court’s revised limited discovery set forth in the produced some documents Grupo Progresivo, Inc. RFP No. 5. Order. See also Gen. Obj. Nos. 1-3. showing the legal structure of Crain Walnut Shelling, LP, Nuez While Universal has not raised 2. The Request seeks information or Progresivo, Inc, and Grupo any deficiencies in this documents that are irrelevant, not Progresivo, Inc, but this is not production as to CWS, Crain proportionate, and unduly the same as providing such Walnut Shelling, Inc., Nuez burdensome to the extent it seeks documents for all of the related Progresivo, Inc., and Grupo corporate information or documents parties listed in the Request for Progresivo, Inc., to the extent it from periods other than when the Production. does, CWS will consider transactions in Super Micro securities Universal’s requests and respond occurred. Universal’s position in the Joint appropriately. Statement supports the relevance 3. The Request seeks information or of this request. Such discovery is CWS further notes that documents that are irrelevant, not necessary to fully understand Universal has refused to produce proportionate, and unduly Mr. Crain’s Super Micro similar information for all of its burdensome to the extent it seeks investments investment funds on relevancy information or documents concerning grounds. the formation of corporate entities In addition, from the discovery other than CWS and its constituting produced thus far, is appears that partners (Crain Walnut Shelling, Inc., there are additional related Nuez Progresivo, Inc., and Grupo entities that Universal would Progresivo, Inc). expect to fall into (j) or (k) of this request, including Shell 4. The implicitly incorporated phrases Processing Facility LP, Crain of “controlled by” and “has the California, Inc., Eco-Shell, Inc., decision-making authority” are Crain International #4, Butte vague, overbroad, and ambiguous, Vista Farms, LLC, Crain Ranch and also potentially call for legal and Sons, NuVista LP, and conclusions. In responding to this Walnut Processing Facility, LP. Request, CWS construes these two phrases as referring to any entity in which Charles R. Crain, Jr., directly or indirectly, owns more than 50

3 Case 5:24-cv-06147-EJD Document 109 Filed 01/27/25 Page 9 of 21 Chart of Court’s Rulings RFP No. Disputed Request Crain Walnut’s Response Universal’s Crain Walnut’s Court’s Decision Compromise/Position Compromise/Position percent of voting stock (for corporations) or more than 50 percent of the beneficial interests (for partnerships). Nevertheless, to the extent the Request seeks any information or documents concerning the structure, ownership, operations, or processes of any entity that Charles R. Crain, Jr. controls or has decision- making authority (other than potentially CWS and its constituting partners), the Request seeks information and documents that are irrelevant, not proportionate, duplicative, and unduly burdensome.

In reliance upon the above-listed objections, CWS will not produce documents responsive to this Request other than those non-privileged documents produced in response to Request Nos. 3 and 4.

7 Documents sufficient to show the CWS objects to this Request on the Universal does not believe a Notwithstanding CWS’s CWS’s objection is legal structure, ownership, and following grounds: limitation to this Request for objections, CWS has produced SUSTAINED. At best, the decision-making process of the Production is appropriate and the formation documents for requested documents are of revocable trust discussed in ECF No. 1. The Request seeks information or request Crain Walnut fully CWS, Crain Walnut Shelling, speculative relevance to 85-1 at ¶ 5. documents that are irrelevant and comply with this Request for Inc., Nuez Progresivo, Inc., and Topic 3. beyond the permissible scope of Production. Grupo Progresivo, Inc. limited discovery set forth in the Order. See also Gen. Obj. Nos. 1-3. Mr. Crain admitted that he While Universal has not raised traded in Super Micro securities any deficiencies in this through the Revocable Trust production as to CWS, Crain

4 Case 5:24-cv-06147-EJD Document 109 Filed 01/27/25 Page 10 of 21 Chart of Court’s Rulings RFP No. Disputed Request Crain Walnut’s Response Universal’s Crain Walnut’s Court’s Decision Compromise/Position Compromise/Position 2. The Request seeks information or during the Class Period. Walnut Shelling, Inc., Nuez documents that are irrelevant, not Universal’s position in the Joint Progresivo, Inc., and Grupo proportionate, and unduly Statement supports the relevance Progresivo, Inc., to the extent it burdensome to the extent it seeks of this request. does, CWS will consider information or documents concerning Universal’s requests and respond entities other than CWS and its appropriately. constituting partners (Crain Walnut Shelling, Inc., Nuez Progresivo, Inc., CWS further notes that and Grupo Progresivo, Inc). Universal has refused to produce similar information for all of its In reliance upon the above-listed investment funds on relevancy objections, CWS will not produce grounds. documents responsive to this Request.

8 All documents concerning the CWS objects to this Request on the Universal does not believe a Notwithstanding CWS’s See Court’s Decision re formation of the revocable trust following grounds: limitation to this Request for objections, CWS has produced RFP No. 7. discussed in ECF No. 85-1 at ¶ 5. Production is appropriate and the formation documents for 1. The Request seeks information or request Crain Walnut fully CWS, Crain Walnut Shelling, documents that are irrelevant and comply with this Request for Inc., Nuez Progresivo, Inc., and beyond the permissible scope of Production. Grupo Progresivo, Inc. limited discovery set forth in the Order. See also Gen. Obj. Nos. 1-3. Mr. Crain admitted that he While Universal has not raised traded in Super Micro securities any deficiencies in this 2. The Request seeks information or through the Revocable Trust production as to CWS, Crain documents that are irrelevant, not during the Class Period. Walnut Shelling, Inc., Nuez proportionate, and unduly Universal’s position in the Joint Progresivo, Inc., and Grupo burdensome to the extent it seeks Statement supports the relevance Progresivo, Inc., to the extent it information or documents concerning of this request. does, CWS will consider entities other than CWS and its Universal’s requests and respond constituting partners (Crain Walnut appropriately. Shelling, Inc., Nuez Progresivo, Inc., and Grupo Progresivo, Inc). CWS further notes that Universal has refused to produce

5 Case 5:24-cv-06147-EJD Document 109 Filed 01/27/25 Page 11 of 21 Chart of Court’s Rulings RFP No. Disputed Request Crain Walnut’s Response Universal’s Crain Walnut’s Court’s Decision Compromise/Position Compromise/Position In reliance upon the above-listed similar information for all of its objections, CWS will not produce investment funds on relevancy documents responsive to this Request. grounds.

9 All Documents concerning (i) the CWS objects to this Request on the Universal does not believe a Notwithstanding CWS’s The requested documents acquisition, transfer, sale, or following grounds: limitation to this Request for objections, CWS has produced are relevant to Topic 3. retention of any Super Micro Production is appropriate and documentation sufficient to Further, Mr. Crain has securities, options, or derivatives, 1. The Request seeks information or request Crain Walnut fully show CWS’s transactions in represented that he has “sole (ii) any positions taken as a hedge documents that are irrelevant and comply with this Request for Super Micro securities ownership and decision- against any such Super Micro beyond the permissible scope of Production. throughout the Class Period and making authority for CWS,” positions, and (iii) margin trading in limited discovery set forth in the through the end of December which sweeps entities Super Micro securities, options or Order. See also Gen. Obj. Nos. 1-3. Such trading is directly relevant 2024. outside the ownership chain derivatives by: to the questions that the Court of CWS within the scope of 2. The Request seeks information or raised, particularly the suspect While Universal has not raised relevance to Topic 3. See (a) Crain Walnut Shelling, Inc.; documents that are irrelevant, not timing of Crain Walnut’s trades any deficiencies in this Dkt. 85-1 ¶ 4. proportionate, and unduly in Super Micro stock and the production related to CWS’s (b) the “individual account in burdensome to the extent it seeks Court’s questions about reliance. transactions, to the extent it The Court ORDERS CWS [Charles R. Crain, Jr.’s] name” information or documents concerning ECF No. 99 at 9. does, CWS will consider to respond to this RFP with discussed in ECF No. 85-1 at ¶ transactions, positions, or margin Universal’s requests and respond respect to: (1) CWS; and 5; trading that were not within the Class . appropriately. (2) any other entity or Period. account identified in the (c) the revocable trust discussed in CWS further notes that RFP in which Mr. Crain ECF No. 85-1 at ¶ 5; 3. The Request seeks information or Universal has refused to produce maintains a controlling documents that are irrelevant, not similar information for all of its interest. (d) Eco-Shell LP; proportionate, and unduly investment funds on relevancy burdensome to the extent it seeks grounds. (e) Any other entity or account information or documents concerning controlled by Charles R. Crain, transactions, positions, and margin Jr. that purchased, sold, acquired, trading in Super Micro securities by or transferred Super Micro entities other than CWS. securities, options, derivatives,

or took any positions as a hedge 4. The phrases “controlled by” and “has against any Super Micro the decision-making authority” are positions held by itself or other

6 Case 5:24-cv-06147-EJD Document 109 Filed 01/27/25 Page 12 of 21 Chart of Court’s Rulings RFP No. Disputed Request Crain Walnut’s Response Universal’s Crain Walnut’s Court’s Decision Compromise/Position Compromise/Position entities controlled by Charles R. vague, overbroad, and ambiguous, Crain, Jr.; and and also potentially call for legal conclusions. In responding to this (f) Any other entity for which Request, CWS construes these two Charles R. Crain, Jr. has the phrases as referring to any entity in decision-making authority that which Charles R. Crain, Jr., directly purchased, sold, acquired, or or indirectly, owns more than 50 transferred Super Micro percent of voting stock (for securities, options, derivatives, corporations) or more than 50 percent or took any positions as a hedge of the beneficial interests (for against any Super Micro partnerships). To the extent the positions. Request seeks any information or documents concerning transactions of Super Micro securities by any entity that Charles R. Crain, Jr. controls or has decision-making authority (other than potentially CWS), the Request seeks information and documents that are irrelevant, not proportionate, duplicative, and unduly burdensome.

In reliance upon the above-listed objections, CWS will not produce documents responsive to this Request.

10 As to each entity identified in CWS objects to this Request on the Universal does not believe a Notwithstanding CWS’s See Court’s Decision re Request 9(a)-(f), all Documents following grounds: limitation to this Request for objections, CWS has produced RFP No. 9. This RFP is related to the decision to engage in Production is appropriate and documentation sufficient to overbroad to the extent it such transactions through said 1. The Request seeks information or request Crain Walnut fully show CWS’s transactions in seeks “all Documents entity, including all communications documents that are irrelevant and comply with this Request for Super Micro securities related to” and “all with any investment advisor or tax beyond the permissible scope of Production. throughout the Class Period and communications . . . advisor concerning the decision to limited discovery set forth in the through the end of December concerning” the decision to invest through said entity. Order. See also Gen. Obj. Nos. 1-3. 2024.

7 Case 5:24-cv-06147-EJD Document 109 Filed 01/27/25 Page 13 of 21 Chart of Court’s Rulings RFP No. Disputed Request Crain Walnut’s Response Universal’s Crain Walnut’s Court’s Decision Compromise/Position Compromise/Position Such trading is directly relevant engage in the transactions in 2. The Request seeks information or to the questions that the Court While Universal has not raised question. documents that are irrelevant, not raised, particularly the suspect any deficiencies in this proportionate, and unduly timing of Crain Walnut’s trades production related to CWS’s The Court ORDERS CWS burdensome to the extent it seeks in Super Micro stock and the transactions, to the extent it to respond to this RFP with information or documents concerning Court’s questions about reliance. does, CWS will consider respect to documents and decisions to engage in transactions ECF No. 99 at 9. Universal’s requests and respond communications, if any that were not within the Class Period. appropriately. exist, that demonstrate why the at-issue transactions 3. The Request seeks information or CWS further notes that were made. CWS’s documents that are irrelevant, not Universal has refused to produce production is limited to proportionate, and unduly similar information for all of its those entities within the burdensome to the extent it seeks investment funds on relevancy scope of the Court’s information or documents concerning grounds. limitations on RFP No. 9. decisions to engage in transactions by entities other than CWS.

4. The phrase “related to the decision to engage in such transactions” is vague, overbroad, and ambiguous, and also potential calls for a legal conclusion. In responding to this Request, CWS construes the phrase as seeking any information about Super Micro’s business, as well as any advice on whether to transact in Super Micro securities.

5. The phrase “through said entity” is vague, overbroad, and ambiguous, and also potentially calls for a legal conclusion. To the extent the phrase calls for documents showing why a transaction occurred through the

8 Case 5:24-cv-06147-EJD Document 109 Filed 01/27/25 Page 14 of 21 Chart of Court’s Rulings RFP No. Disputed Request Crain Walnut’s Response Universal’s Crain Walnut’s Court’s Decision Compromise/Position Compromise/Position entity at issue (as opposed to any another), the Request seeks information or documents that are irrelevant (and also not proportionate and unduly burdensome).

6. The Request incorporates the phrases “controlled by” and “has the decision-making authority” which are vague, overbroad, and ambiguous, and also potentially call for legal conclusions. In responding to this Request, CWS construes these two phrases as referring to any entity in which Charles R. Crain, Jr., directly or indirectly, owns more than 50 percent of voting stock (for corporations) or more than 50 percent of the beneficial interests (for partnerships). To the extent the Request seeks any information or documents concerning transactions of Super Micro securities by any entity that Charles R. Crain, Jr. controls or has decision-making authority (other than potentially CWS), the Request seeks information and documents that are irrelevant, not proportionate, duplicative, and unduly burdensome.

In reliance upon the above-listed objections, CWS will not produce documents responsive to this Request.

9 Case 5:24-cv-06147-EJD Document 109 Filed 01/27/25 Page 15 of 21 Chart of Court’s Rulings RFP No. Disputed Request Crain Walnut’s Response Universal’s Crain Walnut’s Court’s Decision Compromise/Position Compromise/Position 12 Documents sufficient to show the CWS objects to this Request on the Universal does not believe a Notwithstanding CWS’s The financial condition of financial condition, including annual following grounds: limitation to this Request for objections, CWS produced entities other than CWS is, revenues, income, cash flows, assets, Production is appropriate and documentation sufficient to at best, of speculative debts, and liabilities, of the 1. The Request seeks information or request Crain Walnut fully show CWS’s financial condition, relevance to Topic 2. The following during the calendar years documents that are irrelevant and comply with this Request for including CWS’s financial Court ORDERS CWS to ended 2022, 2023, and 2024, and all beyond the permissible scope of Production. statements and monthly respond to this RFP with federal and state tax returns and limited discovery set forth in the brokerage statements throughout respect to CWS. audited financials of any kind Order. See also Gen. Obj. Nos. 1-3. Crain Walnut has produced some 2024. prepared within the past three years: documents showing the past 2. The Request seeks information or financial condition of Crain While Universal has not raised (a) Crain Walnut Shelling LP; documents that are irrelevant, not Walnut Shelling, LP, but this is any deficiencies in this proportionate, and unduly not the same as providing such production related to CWS’s (b) Crain Walnut Shelling, Inc.; burdensome to the extent it seeks documents for all of these financial condition, to the extent information or documents concerning entities for all request time it does, CWS will consider (c) Nuez Progresivo, Inc.; the financial condition of any periods. Universal’s requests and respond person/entity other than CWS. appropriately. (d) Grupo Progresivo, Inc.; and The relevance of the financial 3. The Request seeks information or position of Crain Walnut’s (e) Charles R. Crain, Jr. documents that are irrelevant, not limited partner, Crain Walnut CWS further notes that proportionate, and unduly Shelling, Inc., other companies Universal has refused to produce burdensome to the extent it seeks in its ownership structure like similar information for all of its information or documents other than Nuez Progresivo, Inc. and Grupo investment funds on relevancy those concerning the present financial Progresivo, Inc., and its sole grounds. condition of CWS. ultimate owner, Mr. Crain, is well established in the Joint Subject to and without waiving the Statement. Further, documents objections above, CWS agrees to showing the financial condition produce the “Financial Statements and of all of these entities for 2024 is Independent Accountant’s Review extremely relevant to Crain Report of Crain Walnut Shelling, LP: Walnut’s ability to continue as a December 31, 2023 and 2022.” going concern.

10 Case 5:24-cv-06147-EJD Document 109 Filed 01/27/25 Page 16 of 21 Chart of Court’s Rulings RFP No. Disputed Request Crain Walnut’s Response Universal’s Crain Walnut’s Court’s Decision Compromise/Position Compromise/Position 15 All Documents concerning the CWS objects to this Request on the Universal does not believe a CWS will not provide CWS’s objection is decision (i) to have Crain Walnut following grounds: limitation to this Request for information related to RFP No. SUSTAINED. The Shelling, LP move for appointment Production is appropriate and 15 as it is not permitted requested documents are as Lead Plaintiff or (ii) to not have 1. The Request seeks information or requests Crain Walnut fully discovery under the Court’s outside the scope of Topics Charles R. Crain, Jr. or any other documents that are irrelevant and comply with this Request for Order. 1-3. entity through which Charles R. beyond the permissible scope of Production. Universal’s position Crain, Jr. traded Super Micro limited discovery set forth in the in the Joint Statement supports Notwithstanding CWS’s securities seek appointment as Lead Order. See also Gen. Obj. Nos. 1-3. the relevance of this request. objections, there are no Plaintiff. responsive documents. 2. The Request seeks documents protected by the attorney work Furthermore, the decision to product doctrine or attorney-client have CWS seek appointment as privilege. lead plaintiff was a decision made in consultation with In reliance upon the above-listed counsel and is protected by objections, CWS will not produce attorney-client privilege and/or documents responsive to this Request. work-product doctrine.

11 Case 5:24-cv-06147-EJD Document 109 Filed 01/27/25 Page 17 of 21 Chart of Court’s Rulings Disputed Interrogatories

Rog No. Disputed Request Crain Walnut’s Response Universal’s Crain Walnut’s Court’s Decision Compromise/Position Compromise/Position 1 For each of the following entities, CWS objects to this Interrogatory on the Universal does not believe a Notwithstanding CWS’s See Court’s Decision re identify and describe each entity’s following grounds: limitation to this Interrogatory is objections, CWS has produced RFP No. 5. The Court legal structure, ownership, appropriate and requests Crain the formation documents for ORDERS CWS to respond organizational structure, decision- 1. The Interrogatory seeks information Walnut fully comply with this CWS, Crain Walnut Shelling, to the following revised making process, business and that is irrelevant and beyond the Interrogatory. Crain Walnut has Inc., Nuez Progresivo, Inc., and interrogatory: “For each of operations, as well as each of their permissible scope of limited produced some documents Grupo Progresivo, Inc. the following entities, current or former partners and board discovery set forth in the Order. See showing the legal structure of identify and describe each members and who holds final also Gen. Obj. Nos. 1-3. Crain Walnut Shelling, LP, Nuez While Universal has not raised entity’s legal structure, decision-making authority for each Progresivo, Inc, and Grupo any deficiencies in this ownership, organizational entity: 2. The Interrogatory seeks information Progresivo, Inc, but this is not production as to CWS, Crain structure, decision-making that is irrelevant, not proportionate, the same as a description of the Walnut Shelling, Inc., Nuez process, as well as each of (a) Crain Walnut Shelling, LP; and unduly burdensome to the extent “legal structure, ownership, Progresivo, Inc., and Grupo their current or former it seeks corporate information for organizational structure, Progresivo, Inc., to the extent it partners and board members (b) Crain Walnut Shelling, Inc.; periods other than when the decision-making process, does, CWS will consider and who holds final transactions in Super Micro Securities business and operations… who Universal’s requests and respond decision-making authority (c) Nuez Progresivo, Inc.; occurred. holds final decision-making appropriately. during the relevant period: authority” for all of the related (1) CWS; and (2) any entity (d) Grupo Progresivo, Inc.; 3. The Interrogatory seeks information parties listed in the CWS further notes that with a direct or indirect that is irrelevant, not proportionate, Interrogatory. Universal has refused to produce ownership interest in (e) Eco-Shell LP; and unduly burdensome to the extent similar information for all of its CWS.” (f) Crain Orchards, Inc.; it seeks corporate information In addition, from the discovery investment funds on relevancy concerning the structure, ownership, produced thus far, is appears that grounds. (g) C.R. Crain & Sons, Inc. d/b/a decision-making processes, and there are additional related Crain of California; operations of corporate entities other entities that Universal would than CWS and its constituting expect to fall into (k), (l), or (n) (h) Crain Ranch d/b/a Crain partners (Crain Walnut Shelling, Inc., of this request, including Shell Marketing, Inc.; Nuez Progresivo, Inc., and Grupo Processing Facility LP, Crain of Progresivo, Inc.). California, Inc., Eco-Shell, Inc., (i) Crain Farming, LP; Crain International #4, Butte 4. The phrases “controlled by” and “has Vista Farms, LLC, Crain Ranch (j) Crain International #2; the decision-making authority” are and Sons, NuVista LP, and vague, overbroad, and ambiguous, Walnut Processing Facility, LP.

12 Case 5:24-cv-06147-EJD Document 109 Filed 01/27/25 Page 18 of 21 Chart of Court’s Rulings Rog No. Disputed Request Crain Walnut’s Response Universal’s Crain Walnut’s Court’s Decision Compromise/Position Compromise/Position (k) any other entity controlled by and also potentially call for legal Charles R. Crain, Jr.; conclusions. In responding to this Interrogatory, CWS construes these (l) any other entity for which two phrases as referring to any entity Charles R. Crain, Jr. has the in which Charles R. Crain, Jr., decision-making authority; directly or indirectly, owns more than 50 percent of voting stock (for (m) any other entity for which You corporations) or more than 50 percent have the authority to direct of the beneficial interests (for purchases of any securities; and partnerships). To the extent the Interrogatory seeks information (n) any other entity related to the concerning the structure, ownership, Crain family business. operations, or processes of any entity that Charles R. Crain, Jr. controls or has decision-making authority (other than potentially CWS and its constituting partners), the Interrogatory seeks information and documents that are irrelevant, not proportionate, duplicative, and unduly burdensome.

5. The answer to the Interrogatory may be determined by examining, auditing, compiling, abstracting, or summarizing CWS’s business records, and the burden of deriving or ascertaining the answer is substantially the same for the parties.

Subject to and without waiving the objections above, pursuant to Federal Rule of Civil Procedure 33(d), CWS refers Universal to the formation

13 Case 5:24-cv-06147-EJD Document 109 Filed 01/27/25 Page 19 of 21 Chart of Court’s Rulings Rog No. Disputed Request Crain Walnut’s Response Universal’s Crain Walnut’s Court’s Decision Compromise/Position Compromise/Position documents for CWS, Crain Walnut Shelling, Inc., Nuez Progresivo, Inc., and Grupo Progresivo, Inc., produced in this case. See CWSLP-000161– CWSLP-000234.

7 Identify the sources of the funds CWS objects to this Interrogatory on the Universal does not believe a During the parties’ meet and CWS’s objection is You used to purchase Super Micro following grounds: limitation to this Interrogatory is confer, CWS agreed to, and did SUSTAINED. The Securities, including through any appropriate and requests Crain confirm, [REDACTED]. CWS requested information is entity or account You used to make 1. The Interrogatory seeks information Walnut fully comply with this believed this fully resolved the outside the scope of Topics such an investment. that is irrelevant and beyond the Interrogatory. Crain Walnut has dispute. 1-3. permissible scope of limited referred Universal to monthly discovery set forth in the Order. See brokerage statements, which do also Gen. Obj. Nos. 1-3. not provide any information regarding the source of the 2. The Interrogatory seeks information funds, beyond reflecting that that is irrelevant, not proportionate, Crain Walnut purchased and unduly burdensome to the extent hundreds of millions of dollars it seeks information concerning in securities on margin. transactions in Super Micro Securities by persons or entities other than In a subsequent letter, counsel to CWS. Crain Walnut represented that [REDACTED]. Ex. A at 4. Subject to and without waiving the That representation by counsel objections above, pursuant to Federal (which Mr. Crain has not Rule of Civil Procedure 33(d), CWS endorsed through an actual refers Universal to the monthly response to Universal’s brokerage statements CWS has Interrogatory) directly produced in this litigation. See CWSLP- contradicts Mr. Crain’s prior 000002–CWSLP-000139, CWSLP- representation to the Court that 000235–CWSLP-000294. Crain Walnut invests monies “earned through multiple [REDACTED]. sources of business and

14 Case 5:24-cv-06147-EJD Document 109 Filed 01/27/25 Page 20 of 21 Chart of Court’s Rulings Rog No. Disputed Request Crain Walnut’s Response Universal’s Crain Walnut’s Court’s Decision Compromise/Position Compromise/Position investment income.” ECF No. 85-1 ¶ 7. Neither Mr. Crain’s sworn declaration nor the representation from his counsel referenced [REDACTED] as a source of funds used to purchase Super Micro stock.

14 Identify and describe Your decision CWS objects to this Interrogatory on the Universal does not believe a CWS will not provide See Court’s Decision re to have Crain Walnut Shelling, LP following grounds: limitation to this Interrogatory is information related to RFP No. 15. move for Lead Plaintiff in the Super appropriate and requests Crain Interrogatory No. 14 as it is not Micro Securities Class Action, 1. The Interrogatory seeks information Walnut fully comply with this permitted under the Court’s including why Charles R. Crain, Jr., beyond the permissible scope of Interrogatory. Order. or any other entities through which limited discovery set forth in the he invested, did not seek Order. See also Gen. Obj. Nos. 1-3. Universal’s position in the Joint Notwithstanding CWS’s appointment as Lead Plaintiff. Statement supports the relevance objections, there are no 2. The Interrogatory potentially seeks of this request. In addition, Crain responsive documents. information protected by the attorney Walnut’s objections to this work product doctrine or attorney- interrogatory on the basis of Furthermore, the decision to client privilege. attorney-client privilege is have CWS seek appointment as highly concerning. Read plainly, lead plaintiff was a decision Given the objections above, CWS this objection means that Mr. made in consultation with provides no answer. Crain has no independent counsel and is protected by understanding of why Crain attorney-client privilege and/or Walnut is the Lead Plaintiff work-product doctrine. movant, rather than Mr. Crain himself or any of the other Super Micro Trading Vehicles. The clear implication is that Mr. Crain has already delegated important decision making to his

15 Case 5:24-cv-06147-EJD Document 109 Filed 01/27/25 Page 21 of 21 Chart of Court’s Rulings Rog No. Disputed Request Crain Walnut’s Response Universal’s Crain Walnut’s Court’s Decision Compromise/Position Compromise/Position attorneys, rather than exercising the supervision required of a Lead Plaintiff.