As discussed above, Plaintiffs’ Case 2:14-cv-06414-GHK-PJW Document 43 Filed 11/20/14 Page 18 of 24 Page ID #:541 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 14 NOMINAL DEFENDANT’S REPLY IN SUPPORT OF MOTION TO DISMISS COMPLAINTS, OR, IN THE ALTERNATIVE, TO STAY assertions here are baseless and rejected by Delaware law. See ATP Tour, Inc. v. Deutscher Tennis Bund, 91 A.3d 554, 560 (Del. 2014) (affirming that a “bylaw provision is enforceable against members who joined the corporation before the provision’s enactment and who agreed to be bound by rules ‘that may be adopted and/or amended from time to time’ by the board” citing 8 Del. C. § 109; Boilermakers, 73 A.3d at 956)). In addition to the internal affairs doctrine, no policy of California provides that the derivative action proposed by Plaintiffs cannot be adjudicated by the Delaware Court of Chancery.

Lannett is a Delaware corporation with its corporate headquarters in Philadelphia (30 miles from Wilmington, Delaware). The Complaint indicates that Mr. Rubinstein is a Rhode Island resident (see Complaint at ¶ 6) and apparently has chosen to file suit in New York, which is over 150 8 8 Del. C. § 109(b) provides that “[t]he bylaws may contain any provision, not inconsistent with law or with the certificate of incorporation, relating to the business of the corporation, the conduct of its affairs, and its rights or powers or the rights or powers of its stockholders, directors, officers or employees.” 9 miles away.