Id. Nonetheless, the documents procured and reviewed by Cook’s counsel as a result of Cook’s Section 220 investigation permitted Cook to file a vastly superior pleading that set forth unique, strong allegations against HP’s directors and officers, among other defendants. The Delaware Action was initiated by the filing of the Cook Complaint on March 18, 2014.

That is particularly true with respect to the allegations not involving the Countrywide and Merrill Lynch acquisitions - no Board member is alleged to have had any involvement with, or knowledge of, them whatsoever. C. The Complaint Should Be Dismissed with Prejudice as Against Mr. Waber, and Without Leave to Amend The Delaware "Supreme Court has admonished stockholders repeatedly to use Section 220 of the General Corporation Law, 8 Del C. § 220, to obtain books and records and investigate their claims before filing suit." South v. Baker.

iv. Vigorousness of Prosecution: This factor strongly favors appointment of Westmoreland because, as described above, Westmoreland alone has taken the initiative to utilize 8 Del. C. § 220 to gain access to important, non-public, documents and craft the best complaint. See Dollens, 2001 WL 1543524, at *6 (finding that the most vigorous plaintiff was the one who had attempted to advance the case by “fil[ing] numerous discovery requests.”)

Ex. 1) Contains privileged information and produced in the context of a books and records demand under 8 Del. C. § 220. Copeland Objection Page 27, lines 10-20 Page 28, lines 7-9; 17- 18; 20-25 Page 29, lines 3-5 Page 30, lines 10-21 Page 31, lines 1-4 Page 31, lines 17-23 Page 35, lines 25-27 Docket # 379 Quotes and describes in detail the governance reforms which contain sensitive corporate and trade secrets Supplemental Brief Page 11, line 11 Docket # 391 Identifies Whistleblower No. 4 by name Identification of Whistleblower No. 4 by name HP_DER3_00013091, HP_DER3_00013096, HP_DER3_00013097 Supp Br.

9 Section 220 of the Delaware General Corporation Law provides in relevant part: “Any stockholder . . . shall . . . have the right . . . to inspect for any proper purpose, and to make copies and extracts from: (1) The corporation’s stock ledger, a list of its stockholders, and its other books and records . . ..” 8 Del. C. § 220. Case 2:09-cv-00937-CDJ Document 29 Filed 12/14/2009 Page 18 of 45 10 pleading of particulized facts – i.e., for the filing of a complaint that meets the legally required standard” and criticizing plaintiffs for failing “to use the books and records device to gather the materials necessary to prepare a solid complaint”).

B. Procedural Background On February 14, 2014, the first of four shareholder derivative actions brought on behalf of Nu Skin were filed in this Court. On April 30, 2014 the Court consolidated those actions into the Action, and appointed plaintiffs Suderov and Acoff as Co-Lead Plaintiffs in the Action and appointed Bernstein Litowitz Berger & Grossmann LLP and The Weiser Law Firm, P.C. as Co- Lead Counsel in the Action. Case 2:14-cv-00107-JNP Document 92 Filed 07/19/16 Page 8 of 24 4 Shortly thereafter, Plaintiffs’ Co-Lead Counsel associated with other counsel that had conducted an investigation of Nu Skin’s corporate books and records pursuant 8 Del. C. § 220 (“Section 220”). Nu Skin agreed to produce certain non-public documents under the terms of a confidentiality agreement pursuant to the Section 220 request.

Under N.Y. Bus. Corp. L. § 910, however, shareholders of New York corporations cannot seek appraisal for their shares if the shares are listed on a national exchange like the New York Stock Exchange, as KCP shares were prior to the Going Private Transaction. 6 Compare 8 Del. C. § 220 with N.Y. Bus. Corp. L. § 624 (shareholders of a New York corporation are entitled only to examine the minutes of the proceedings of the company’s shareholders and record of shareholders). Thus even if MFW were good policy in Delaware (which Plaintiff respectfully submits it is not), this Court should not adopt a similar standard here.

First, while Delaware provides a general appraisal remedy to dissenting minority shareholders (8 Del C § 262), New York extends appraisal rights only if the shares in question are not listed on a national stock exchange (NY Bus Corp L § 910). Second, New York grants shareholders less pre-litigation access to corporate books and records than does Delaware (compare 8 Del C § 220 with NY Bus Corp L § 624 (shareholders of New York corporation entitled only to examine minutes of proceedings of company's shareholders and record of shareholders). The fact that New York's BCL accords aggrieved minority shareholders fewer statutory rights is thus balanced out by New York's stricter common law standard for judicial review of freeze-out transactions.

Appraisal permits a stockholder to receive a fair value determination regardless of the procedural fairness leading to a merger. Particularly for institutional investors with large stakes, 13 Compare 8 Del. C. § 220 (broadly providing for the inspection of corporate books and records by stockholders) with N.Y. Bus. Corp. L. § 624 (stockholders only entitled to "minutes of the proceedings of its shareholders and record of shareholders"); see also Saito v. McKesson HBOC, Inc., 806 A.2d 113, 115 (Del. 2002) ("A stockholder who demands inspection for a proper purpose [under the Delaware statute] should be given access to all of the documents in the corporation's possession, custody or control, that are necessary to satisfy that proper purpose.").

The Delaware Action is currently stayed pending the outcome of this Action. Cook and Cook’s Counsel initiated the sequence of events, which eventually led to the filing of the Delaware Action through the issuance of an inspection demand pursuant to 8 Del. C. § 220 (“Section 220”) on December 17, 2012 (the “Inspection Demand”). During the first half of 2013, Cook’s Counsel and HP’s counsel negotiated the proper scope of the Inspection Demand, with HP making four productions.