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Hyatt Farber Schreck, LLP
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STATES DISTRICT COURT
CONSIDERATION of the Motion for Preliminary Injunction filed by Plaintiff
Relmada Therapeutics, Inc. ("Relmada") for a 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 an 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; and
public interest will benefit from granting an injunction because it prevents an uninformed
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 their 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;
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.
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| Brownstein Hyatt Farber Schreck, LLP | ||
| By: | /s/ Jeffrey S. Rugg | |
| JEFFREY S. RUGG, ESQ., Bar # 10978 jrugg@bhfs.com 100 North City Parkway, Suite 1600 Las Vegas, Nevada 89106 Telephone: 702.382.2101 Facsimile: 702.382.8135 | ||
| DEBORAH S. BIRNBACH, ESQ. ( pro hac vice ) dbirnbach@goodwinprocter.com ADAM SLUTSKY, ESQ. ( pro hac vice ) aslutsky@goodwinprocter.com GOODWIN PROCTER LLP Exchange Place Boston, MA 02109 Tel: 617.570.1000 Facsimile: 617.523.1231 | ||
| Attorneys for Plaintiff Relmada Therapeutics, Inc. |