Mirage Capital Inc. (“Plaintiff”), a purported stockholder of the Company, filed a Verified Shareholder Derivative Complaint on December 13, 2013 on behalf of the Company (the “Complaint”). Plaintiff named as Defendants the Company and three of its directors: Alan J. Lawrence, Charles L. Clements, and Herbert A.J. Towning (“Director Defendants” and together with the Company, “Defendants”).
Plaintiff alleges that the Director Defendants breached their fiduciary duties with respect the Director Defendants’ decision to dismiss certain counterclaims that the Company had asserted in the course of prior litigation brought by a group of stockholders in Alberta, Calgary.
Defendants moved to dismiss the Complaint on January 29, 2014 and filed an opening brief in support of the motion to dismiss on March 4, 2014. Generally, the basis for the motion to dismiss was that Plaintiff failed to allege, with the legally required particularity, facts demonstrating that a majority of the board of directors lacked independence or had a material conflict of interest in the decision to dismiss the counterclaims.
Plaintiff filed a Verified First Amended Derivative Complaint on March 27, 2014. On April 10, 2014, Defendants filed a motion to dismiss Plaintiff’s Amended Complaint on the same grounds set forth in their motion to dismiss the Complaint. On June 3, 2014, Defendants amended their motion to add a subsequently discovered basis for dismissal – that Mirage ceased to exist as a legal business entity approximately 13 years ago and for that, and other reasons, lacks standing to prosecute its Amended Complaint.
Defendants filed their opening brief in support of their amended motion to dismiss on June 17, 2014. Instead of filing a brief in response, Plaintiff communicated its decision to request a dismissal of its Amended Complaint. The parties thereafter filed a joint stipulation asking the Court to enter an order dismissing the action with prejudice as to Mirage. The Court entered that order on July 21, 2013, concluding the case.
WE ARE VERY PLEASED TO REPORT AND INFORM ALL SHAREHOLDERS OF LOM MEDICAL INTERNATIONAL LTD., LOM LABS AND MPMD THAT WE ARE TOTALLY LITIGATION FREE!