Michael Rubin, Et Al. V. Mead Johnson Nutrition Company, Et Al. 17-CV
Case 1:17-cv-00325-LPS Document 1 Filed 03/27/17 Page 1 of 33 PageID #: 1 IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE MICHAEL RUBIN, On Behalf of Himself ) and All Others Similarly Situated, ) ) Plaintiff, ) Case No. ____________ ) ) JURY TRIAL DEMANDED v. ) CLASS ACTION ) MEAD JOHNSON NUTRITION ) COMPANY, PETER KASPER JAKOBSEN, ) JAMES M. CORNELIUS, STEVEN M. ) ALTSCHULER, HOWARD B. BERNICK, ) KIMBERLY A. CASIANO, ANNA C. ) CATALANO, CELESTE A. CLARK, ) STEPHEN W. GOLSBY, MICHAEL ) GROBSTEIN, PETER G. RATCLIFFE, ) MICHAEL A. SHERMAN, ELLIOTT ) SIGAL, and ROBERT S. SINGER, ) Defendants. ) COMPLAINT FOR VIOLATION OF THE FEDERAL SECURITIES LAWS Plaintiff Michael Rubin (“Plaintiff”), by and through his undersigned counsel, for his complaint against defendants, alleges upon personal knowledge with respect to himself, and upon information and belief based upon, inter alia, the investigation of counsel as to all other allegations herein, as follows: NATURE OF THE ACTION 1. This is a class action brought on behalf of the public stockholders of Mead Johnson Nutrition Company (“Mead Johnson” or the “Company”) against Mead Johnson and its Board of Directors (the “Board” or the “Individual Defendants”) for their violations of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”), 15.U.S.C. §§ Case 1:17-cv-00325-LPS Document 1 Filed 03/27/17 Page 2 of 33 PageID #: 2 78n(a), 78t(a), and U.S. Securities and Exchange Commission (“SEC”) Rule 14a-9, 17 C.F.R. 240.14a-9, and to enjoin the vote on a proposed transaction, pursuant to which Mead Johnson will be acquired by Reckitt Benckiser Group plc (“Reckitt Benckiser”), through its wholly- owned subsidiary Marigold Merger Sub, Inc.
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