In re NORTEL NETWORKS CORP. SECURITIES & "ERISA" LITIGATION, 269 F. Supp. 2d 1367

TRANSFER ORDER WM. TERRELL HODGES, Chairman. This litigation consists of the 29 actions listed on the attached Schedules A and B and pending in two districts as follows: 27 actions in the Southern District of New York and two actions in the Middle District of Tennessee. Now before the Panel is a motion, brought pursuant to 28 U.S.C. § 1407, by the plaintiffs in one of the New York actions seeking centralization of this docket in the Southern District of New York. On the basis of the papers filed and hearing session held, the Panel finds that the three actions in this litigation listed on

Schedule A involve common questions of fact, and that centralization under

Section 1407 of those actions in the Middle District of Tennessee will serve the convenience of the parties and witnesses and promote the just and efficient conduct of the litigation. Each of these three actions is brought under the Employee Retirement Income Security Act (ERISA) as a class action on behalf of participants in an investment plan sponsored by a subsidiary of Nortel Networks Corp. (Nortel).

Among other things, all plaintiffs allege that defendants breached fiduciary duties by concentrating the plan’s investment in Nortel stock and failing to disclose complete and accurate information regarding the risks of investing in the plan. Plaintiffs also allege that defendants misled plan participants about Nortel’s financial condition. Centralization of these actions under

Section 1407 is thus necessary in order to eliminate duplicative pretrial proceedings, prevent inconsistent pretrial rulings (especially with regard to class certification), and conserve the resources of the parties, their counsel and the judiciary. In designating the Middle District of Tennessee as transferee forum for the actions on

Schedule A, we note that

i) two of the three actions on

Schedule A are already pending there; and ii) in contrast to the recently filed Southern District of New York ERISA action on

Schedule A, the first of the two Tennessee ERISA actions has been pending since December 2001, thus already affording the court in Tennessee the opportunity to develop a familiarity with the issues in this litigation. We decline to order transfer of the 26 actions listed on

Schedule B and pending in the Southern District of New York. These actions, filed between March and October 2001, have already been consolidated before a single judge (different from the one assigned the lone Southern District of New York ERISA action on

Schedule

A) and are brought under the federal securities laws on behalf of purchasers of Nortel stock. Even though these actions share questions with the

Schedule A ERISA actions concerning Nortel’s financial condition and accounting practices, we are not persuaded that transfer of the actions on

Schedule B is necessary or desirable at this time. The Nortel ERISA litigation and the Nortel securities litigation have proceeded independently of each other for over a year and a half. We are not convinced that any incremental burden associated with separate pretrial venues for the ERISA and securities actions is great enough to justify the transfer of either the ERISA or the securities litigation from a judge who has already devoted significant time and effort in the conduct of the matters before him. . IT IS THEREFORE ORDERED that transfer of the 26 actions listed on the attached

Schedule B and pending in the Southern District of New York is denied. IT IS FURTHER ORDERED that, pursuant to 28 U.S.C. § 1407, the 'action listed on the attached

Schedule A and pending in the Southern District of New York is transferred to the Middle District of Tennessee and, with the consent of that court, assigned to the Honorable John T. Nixon for coordinated or consolidated pretrial proceedings with the actions pending in that district, and listed on

Schedule A. IT IS FURTHER ORDERED that MDL-1537 is renamed as follows: MDL-1537 — In re Nortel Networks Corp. “ERISA” Litigation.

SCHEDULE A MDL-1537 — In re Nortel Networks Corp. Securities & “ERISA” Litigation Southern District of New York Maryvonne Tubb, et al. v. Nortel Networks, Inc., et al., C.A. No. 1:03-1716 Middle District of Tennessee Michael Zafarano, Jr., et al. v. Nortel Networks Corp., C.A. No. 3:01-1593 Carol Felts v. Nortel Networks Corp., et al., C.A. No. 3:02-283

SCHEDULE B MDL-1537 — In re Nortel Networks Corp. Securities & “ERISA” Litigation Southern District of New York In re Nortel Networks Corp. Securities Litigation, C.A. No. 1:01-1855 Dennis Pasparage v. Nortel Networks Corp., et al., C.A. No. 1:01-5200 Harriet Goldstein v. Nortel Networks Corp., et al., C.A. No. 1:01-5271 George Elkins v. Nortel Networks Corp., et al., C.A. No. 1:01-5294 Gregory Tymn v. Nortel Networks Corp., et al., C.A. No. 1:01-5569 Ezra Birnbaum v. Nortel Networks Corp., et al., C.A. No. 1:01-5676 Dr. Eugene Stricker v. Nortel Networks Corp., et al., C.A. No. 1:01-5677 Donald T. Womble v.

Nortel Networks Corp., et al., C.A. No. 1:01-5678 Felix Ezeir v. Nortel Networks Corp., et al., C.A. No. 1:01-5679 Jerry Matez v. Nortel Networks Corp., et al., C.A. No. 1:01-5680 Barrett M. Fisher v. Nortel Networks Corp., et al., C.A. No. 1:01-5681 Patrick D’Auria v. Nortel Networks Corp., et al., C.A. No. 1:01-5682 Richard Eckstein, I.R.A. v. Nortel Networks Corp., et al., C.A. No. 1:01-5688 William Smith v. Nortel Networks Corp., et al., C.A. No. 1:01-5684 Leonard Rapoport v. Nortel Networks Corp., et al., C.A. No. 1:01-5685 Richard Basta v. Nortel Networks Corp., et al., C.A.

No. 1:01-5686 Xiomara Ardolina v. Nortel Networks Corp., et al., C.A. No. 1:01-5687 Pierre Barthole v. Nortel Networks Corp., et al., C.A. No. 1:01-5688 Dean E. Hart v. Nortel Networks Corp., et al., C.A. No. 1:01-5689 William Vanstavoren v. Nortel Networks Corp., et al., C.A. No. 1:01-5809 Zorba Lieberman v. Nortel Networks Corp., et al., C.A. No. 1:01-5810 Paul Yen v. Nortel Networks Corp., et al., C.A. No. 1:01-5935 James Hinson v. Nortel Networks Corp., et al., C.A. No. 1:01-6812 Humaran Krishnan, et al. v. Nortel Networks Corp., et al., C.A. No. 1:01— 6314 Linda Adler v. Nortel Networks Corp., et al., C.A.

No. 1:01-6315 Jeffrey Goldstein v. Nortel Networks Corp., et al., C.A. No. 1:01-9268