Full Press Release Details
Hyatt Farber Schreck, LLP
North City parkway, Suite 1600
STATES DISTRICT COURT
CONSIDERATION of the Motion For Temporary Restraining Order Without Notice and Preliminary Injunction filed by Plaintiff
Relmada Therapeutics, Inc. ("Relmada") for a temporary restraining order and preliminary injunction against
Defendants Laidlaw & Company (UK) Ltd., Matthew D. Eitner, and James P. Ahern (collectively, "Defendants"),
the Federal Rules of Civil Procedure, the pleadings and papers on file herein, the Memorandum of Points and Authorities,
including the Declaration of Sergio Traversa, together with the exhibits, and for good cause shown:
COURT HEREBY FINDS THAT,
is likely to succeed on the merits because the False Solicitation contains material misstatements and omissions;
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and its stockholders will suffer irreparable harm if Defendants are not enjoined from continuing to disseminate false and misleading
proxy materials and required to retract or correct those materials;
balance of hardships favors the issuance of a temporary restraining order and preliminary injunction here because the right of
Relmada's stockholders to vote for qualified directors will be directly impacted, and an improper vote will hold up the
election of qualified directors resulting in uncertainty over the corporate governance of the Company;
public interest will benefit from granting a temporary restraining order and preliminary injunction because it prevents an uninformed
shareholder vote; and
Court grants this relief to Relmada without notice to Defendants because the harm suffered by Relmada as a result of Defendants'
action is continuing and immediate.
THEREFORE, IT IS HEREBY ORDERED THAT, pending a full trial on the merits:
shall be enjoined from continuing to disseminate false and misleading proxy materials.
immediately must retract or correct its false and misleading proxy materials.
Defendants choose to correct their false and misleading proxy materials, they immediately shall:
that they missed the advance notice deadline for stockholders to validly nominate Relmada directors at the 2015 annual meeting;
that there are only two seats up for election on Relmada's Board at the 2015 annual meeting;
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that the Board of Directors has the sole authority to set the size of the Board; and
that the corporate actions taken by Relmada's current Board and stockholders that Defendants' label as "entrenchment"
all were authorized under Relmada's articles of incorporation, bylaws, and Nevada law.
opposition brief, if any, to the Motion For Temporary Restraining Order Without Notice and Preliminary Injunction is due on December
15, 2015, and the response brief, if any, in support of the Motion For Temporary Restraining Order Without Notice and Preliminary
Injunction is due on December 18, 2015.
hearing on the Motion For Temporary Restraining Order Without Notice and Preliminary Injunction is set for December 22, 2015 at
nominal bond of $500.00 shall be required because the evidence indicates that Defendants will only suffer, if at all, minimal
damage by the issuance of this temporary restraining order and preliminary injunction.
Hyatt Farber Schreck, LLP
North City parkway, Suite 1600
Ex-Parte Temporary Restraining Order shall expire on the 22nd day of December, 2015, which does not exceed 14 days from
the entry of this Ex-Parte Temporary Restraining Order.
December 10, 2015, at 2:20 p.m.
| Brownstein Hyatt Farber Schreck, LLP | ||
| By: | /s/ Jeffrey S. Rugg | |
| JEFFREY S. RUGG, ESQ., Bar # 10978 jrugg@bhfs.com MAXIMILIEN D. FETAZ, ESQ., Bar # 12737 mfetaz@bhfs.com 100 North City Parkway, Suite 1600 Las Vegas, Nevada 89106 | ||
| DEBORAH S. BIRNBACH, ESQ. ( pro hac forthcoming) dbirnbach@goodwinprocter.com ADAM SLUTSKY, ESQ. ( pro hac forthcoming) aslutsky@goodwinprocter.com GOODWIN PROCTER LLP Exchange Place Boston, MA 02109 Telephone: 617.570.1000 Facsimile: 617.523.1231 | ||
| Attorneys for Plaintiff Relmada Therapeutics, Inc. |