2014-8-6 .Cacd.596503.1.0 COMPLAINT

Case 2:14-cv-06170-GHK-PLA Document 1 Filed 08/06/14 Page 1 of 70 Page ID #:5
1 TO THE CLERK OF THIS COURT, ALL PARTIES, AND THEIR

2 ATTORNEYS OF RECORD:
3
PLEASE TAKE NOTICE that pursuant to 28 U.S.C. 1441 and 15 U.S.C.
4 77v(a) and 77p(c), defendants Pacific Coast Oil Trust; Pacific Coast Energy
5 Company LP; PCEC (GP) LLC; Pacific Coast Energy Holdings LLC; Halbert S.
6 Washburn; and Randall H. Breitenbach (collectively, the PCOT Defendants)
7 hereby remove the above-captioned civil action, and all claims and causes of action
8 therein, from the Superior Court of California, County of Los Angeles, to the
9 United States District Court for the Central District of California, Western
10 Division. The PCOT Defendants appear for purposes of removal only, reserve all
11 defenses and rights available, and state as follows:
12
1.
On July 1, 2014, Plaintiff Thomas Welch (Plaintiff), purportedly
13 acting on his own behalf and on behalf of all others similarly situated, filed the
14 above-captioned putative class action in the Superior Court of California, County
15 of Los Angeles. Several of the PCOT Defendants were first-served with a copy of
16 the complaint and summons on July 10, 2014. None of the PCOT Defendants
17 were served with a copy of the complaint and summons prior to that date. A true
18 and correct copy of the summons and the complaint is attached hereto as Exhibit 1.
19 A true and correct copy of all additional pleadings, court filings, and orders is
20 attached hereto as Exhibit 2.
21
2.
This action is within the original jurisdiction of this Court under 28
22 U.S.C. 1331 because it includes claims arising under the laws of the United
23 States. Specifically, Plaintiff asserts claims arising under Sections 11, 12(a)(2),
24 and 15 of the Securities Act of 1933 (the Securities Act). (See Compl. 11,
25 104, 114-17, 121-22.)
26
3.
Because this is a civil action over which this Court has original
27 jurisdiction under 28 U.S.C. 1331, it is removable under 28 U.S.C. 1441 and

28 the Securities Act, as amended by the Securities Litigation Uniform Standards Act
ATTORNEYS AT LAW
LOS AN GE LES
NOTICE OF REMOVAL
OF ACTION
1 of 1998 (SLUSA). In particular, under 28 U.S.C. 1441(a), [e]xcept as

2 otherwise expressly provided by Act of Congress, any civil action brought in a
3 State court of which the district courts of the United States have original
4 jurisdiction, may be removed . . . to the district court of the United States
5 embracing the place where such action is pending.
6
4.
Prior to the enactment of SLUSA, Section 22(a) of the Securities Act
7 gave state and federal courts concurrent jurisdiction over civil claims brought
8 under the Securities Act. SLUSA, however, amended Section 22(a) of the
9 Securities Act to prohibit concurrent state jurisdiction for certain covered class
10 actions alleging an untrue statement or omission of a material fact in connection
11 with the purchase or sale of a covered security under the Securities Act. See 15
12 U.S.C. 77v(a).
13
5.
SLUSA also amended Section 22(a) to allow for the removal of
14 certain covered class actions arising under the Securities Act. See id.
15 Specifically, Section 16(c) of the Securities Act provides that [a]ny covered class
16 action brought in any State court involving a covered security, as set forth in
17 subsection (b), shall be removable to the Federal district court for the district in
18 which the action is pending, and shall be subject to subsection (b). 15 U.S.C.
19 77p(c).
20
6.
Based on these amendments, federal courts alone have jurisdiction to
21 hear such covered class actions raising Securities Act claims, and such covered
22 class actions involving a covered security are removable to federal court.
23
7.
Covered class actions include: any single lawsuit in which . . . one
24 or more named parties seeks to recover damages on a representative basis on

25 behalf of themselves and other unnamed parties similarly situated, and questions of
26 law or fact common to those persons or members of the prospective class
27 predominate over any questions affecting only individual persons or members. 15
28 U.S.C. 77p(f)(2)(A)(i)(II). A covered security is defined to include securities
ATTORNEYS AT LAW
LOS AN GE LES
NOTICE OF REMOVAL
OF ACTION
1 listed for trading on the New York Stock Exchange (NYSE). See 15 U.S.C.
2 77p(f)(3); id. 77r(b)(1).
3
8.
Plaintiffs action is a covered class action involving a covered
4 security. This action is a covered class action because Plaintiff is a named party
5 seeking to recover damages on a representative basis on behalf of himself and
6 others similarly situated, and the complaint alleges that questions of law or fact
7 common to the putative class predominate over individual questions. (See Compl.
8 1, 6, 69, 101.) Further, the securities at issue, the common units of Pacific
9 Coast Oil Trust, are covered securit[ies] because they are listed, and were listed
10 during the relevant period, on the NYSE. (See id. 16.)
11
9.
Accordingly, Plaintiffs Securities Act claims are removable to the
12 United States District Court for the Central District of California under 15 U.S.C.
13 77p and 77v, and 28 U.S.C. 1441. See, e.g., Brody v. Homestore, Inc., 240 F.
14 Supp. 2d 1122 (C.D. Cal. 2003); Lapin v. Facebook, Inc., 2012 U.S. Dist. LEXIS
15 119924 (N.D. Cal. Aug. 23, 2012); Knox v. Agria Corp., 613 F. Supp. 2d 419, 425
16 (S.D.N.Y. 2009).
17
10.
The PCOT Defendants will promptly serve a copy of this Notice on
18 counsel for Plaintiff and file a copy of this Notice with the Clerk of the Superior
19 Court of California, County of Los Angeles, pursuant to 28 U.S.C. 1446(d).
20
11.
This Notice of Removal is being filed within 30 days of receipt of the
21 summons and complaint by the PCOT Defendants, and thus, is timely filed under
22 28 U.S.C. 1446(b).
23
12.
Assignment of the action to the United States District Court for the
24 Central District of California, Western Division, is appropriate because this action

25 is being removed from the Superior Court of California, County of Los Angeles.
26 See id. 1441(a), 1446(a).
27
13.
Besides the PCOT Defendants, the other defendants, represented by
28 separate counsel, are Barclays Capital Inc.; Citigroup Global Markets Inc.; Merrill
ATTORNEYS AT LAW
LOS AN GE LES
NOTICE OF REMOVAL
OF ACTION
Exhibit 1
Exhibit 1
6
Exhibit 1
7
Exhibit 1
8
Exhibit 1
9
Exhibit 1
10
Exhibit 1
11
Exhibit 1
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Exhibit 1
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Exhibit 1
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Exhibit 1
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Exhibit 1
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Exhibit 1
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Exhibit 1
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Exhibit 1
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Exhibit 1
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Exhibit 1
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Exhibit 1
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Exhibit 1
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Exhibit 1
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Exhibit 1
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Exhibit 1
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Exhibit 1
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Exhibit 1
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Exhibit 1
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Exhibit 1
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Exhibit 1
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Exhibit 1
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Exhibit 1
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Exhibit 1
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Exhibit 1
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Exhibit 1
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Exhibit 1
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Exhibit 1
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Exhibit 2
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Exhibit 2
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Exhibit 2
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Exhibit 2
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Exhibit 2
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Exhibit 2
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2014-8-6 .Cacd.596503.1.0 COMPLAINT

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Case 2:14-cv-06170-GHK-PLA Document 1 Filed 08/06/14 Page 1 of 70 Page ID #:5

Case 2:14-cv-06170-GHK-PLA Document 1 Filed 08/06/14 Page 2 of 70 Page ID #:6

1 TO THE CLERK OF THIS COURT, ALL PARTIES, AND THEIR

PLEASE TAKE NOTICE that pursuant to 28 U.S.C. 1441 and 15 U.S.C.

On July 1, 2014, Plaintiff Thomas Welch (Plaintiff), purportedly

This action is within the original jurisdiction of this Court under 28

27 jurisdiction under 28 U.S.C. 1331, it is removable under 28 U.S.C. 1441 and

Case 2:14-cv-06170-GHK-PLA Document 1 Filed 08/06/14 Page 3 of 70 Page ID #:7

1 of 1998 (SLUSA). In particular, under 28 U.S.C. 1441(a), [e]xcept as

Prior to the enactment of SLUSA, Section 22(a) of the Securities Act

SLUSA also amended Section 22(a) to allow for the removal of

Based on these amendments, federal courts alone have jurisdiction to

Covered class actions include: any single lawsuit in which . . . one

24 or more named parties seeks to recover damages on a representative basis on

Case 2:14-cv-06170-GHK-PLA Document 1 Filed 08/06/14 Page 4 of 70 Page ID #:8

Plaintiffs action is a covered class action involving a covered

Accordingly, Plaintiffs Securities Act claims are removable to the

The PCOT Defendants will promptly serve a copy of this Notice on

This Notice of Removal is being filed within 30 days of receipt of the

24 Central District of California, Western Division, is appropriate because this action

Besides the PCOT Defendants, the other defendants, represented by

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