Brandt v. CNS Response

VERDICT

Trial
12/01/09 – 12/02/09

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Play button overlay 45f08f27c7337d189e8c31e635b5d0a0781b273131135cd77ee8b6f12366e7a2

Summary

2-day trial.

Via Business Wire: "Len Brandt announced that the Delaware Court of Chancery today granted Mr. Brandt a status quo order, which will remain in effect pending the Court's ultimate decision on the validity of the Special Meeting of Stockholders of CNS Response, Inc. held on September 4, 2009.

The status quo order, which was requested by Mr. Brandt, restrains CNS Response, Inc. from, among other things, concluding any additional debt or equity financings or further altering company bylaws. It also requires the company to notice Mr. Brandt with adequate time to object on other actions of significance including entering into contracts, making expenditures, or altering employment or consulting agreements. Mr. Brandt stated, "I am very pleased that the Court granted this status quo order.”

Because under the terms of the status quo order, Mr. Brandt and incumbent Directors will continue as the Board until the trial’s conclusion, the Annual Meeting (expected to be held tomorrow) will be of no effect until the trial is completed and only if the Court rules against the validity of the Special Meeting.

The Court also scheduled a two-day trial to commence on Tuesday, December 1, 2009. Following trial, the Court will rule on whether the Special Meeting was validly held. If the Court affirms the validity of the Special Meeting, William E. Bunney, Jr., M.D., William Murray, Mordechay Yekutiel, Andy Goren, David W. Mazepink and Mr. Brandt shall be directors of CNS Response, Inc., replacing five out of six of seven of the CNS directors who were in office prior to the Special Meeting. Len Brandt filed a lawsuit in the Delaware Court of Chancery to enforce the results of the stockholder vote because incumbent management at the Company has not accepted the validity of the Special Meeting. A majority of the incumbents of CNS Response object to affirming the results of the Special Meeting. "

http://www.businesswire.com/portal/site/home/permalink/?ndmViewId=news_view&newsId=20090928006173&newsLang=en

Outcome

Complaints dismissed.

Sessions

Recording Disclaimer: This proceeding was recorded in full.

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