7 In addition, pursuant to Delaware law, Advanced Cell could not create additional authorized shares without convening a meeting of the shareholders and taking a shareholder vote, a process which by no means assures that the creation of necessary authorized shares could be accomplished. 8 Del. C. § 242(b) Case 1:11-cv-06458-PAC Document 9 Filed 10/03/11 Page 17 of 20 -13- impracticable, it should not be granted as “that which is impossible equity refuses to decree.” Southex Trading Co. v. Piankay Realties, 59 N.Y.S.2d 362, 365 (N.Y. Sup. 1946); see also Bano v. Union Carbide Corp., 361 F.3d 696, 716 (2d Cir. 2004) (holding that there was no abuse of discretion in the district court’s conclusion that an injunction would be impracticable).

FRBNY Breached Its Fiduciary Duty by Engineering a Scheme to Circumvent an Independent Shareholder Vote Through a Reverse Stock Split That Applied Only to Issued Shares FRBNY also breached its fiduciary duty to AIG’s shareholders through the circumvention of state law voting protections that enable shareholders to prevent the dilution of their shares without their consent. See Del. Code tit. 8 § 242(b)(2) (“Section 242(b)(2)”). Delaware law entitled AIG’s shareholders “to vote as a class upon a proposed amendment” that would, among other things, “increase or decrease the aggregate number of authorized shares of such class.”