Case 1:21-cv-06215-VSB Document 1 Filed 07/21/21 Page 1 of 15
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`Civil Action No. 1:21-cv-6215
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`COMPLAINT FOR VIOLATIONS OF
`SECTIONS 14(a) AND 20(a) OF THE
`SECURITIES EXCHANGE ACT OF
`1934
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`JURY TRIAL DEMANDED
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`UNITED STATES DISTRICT COURT
`SOUTHERN DISTRICT OF NEW YORK
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`--------------------------------------------------------
`SHIVA STEIN,
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`Plaintiff,
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`v.
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`RAVEN INDUSTRIES, INC., MARC E.
`LEBARON, JASON M. ANDRINGA,
`THOMAS S. EVERIST, JANET M.
`HOLLOWAY, KEVIN T. KIRBY, LOIS M.
`MARTIN, RICHARD W. PAROD, and
`DANIEL A. RYKHUS,
`
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`Defendants.
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`Shiva Stein (“Plaintiff”), by and through her attorneys, alleges the following upon
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`information and belief, including investigation of counsel and review of publicly-available
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`information, except as to those allegations pertaining to Plaintiff, which are alleged upon personal
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`knowledge:
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`1.
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`This is an action brought by Plaintiff against Raven Industries, Inc. (“Raven or the
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`“Company”) and the members Raven board of directors (the “Board” or the “Individual
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`Defendants” and collectively with the Company, the “Defendants”) for their violations of Sections
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`14(a) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”), in connection with
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`the proposed acquisition of Raven by CNH Industrial N.V. (“CNH”) and its affiliates.
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`2.
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`Defendants have violated the above-referenced Sections of the Exchange Act by
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`causing a materially incomplete and misleading Preliminary Proxy Statement on Schedule 14A
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`(the “Proxy Statement”) to be filed on July 19, 2021 with the United States Securities and
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`Exchange Commission (“SEC”) and disseminated to Company stockholders. The Proxy
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`Case 1:21-cv-06215-VSB Document 1 Filed 07/21/21 Page 2 of 15
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`Statement recommends that Company stockholders vote in favor of a proposed transaction
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`whereby CNH Industrial South Dakota, Inc. (“Merger Sub”), a wholly owned subsidiary of CNH,
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`will merge with and into Raven with Raven surviving the merger and becoming a wholly owned
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`subsidiary of CNH (the “Proposed Transaction”). Pursuant to the terms of the definitive agreement
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`and plan of merger the companies entered into (the “Merger Agreement”) each Raven common
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`share issued and outstanding will be converted into the right to receive $6.00 in cash (the “Merger
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`Consideration”).
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`3.
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`As discussed below, Defendants have asked Raven stockholders to support the
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`Proposed Transaction based upon the materially incomplete and misleading representations and
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`information contained in the Proxy Statement, in violation of Sections 14(a) and 20(a) of the
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`Exchange Act. Specifically, the Proxy Statement contains materially incomplete and misleading
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`information concerning the Company’s financial forecasts and financial analyses conducted by the
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`financial advisors of the Company, J.P. Morgan Securities LLC (“J.P. Morgan”) in support of its
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`fairness opinion, and relied upon by the Board in recommending the Company’s stockholders vote
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`in favor of the Proposed Transaction.
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`4.
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`It is imperative that the material information that has been omitted from the Proxy
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`Statement is disclosed to the Company’s stockholders prior to the forthcoming stockholder vote
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`so that they can properly exercise their corporate suffrage rights.
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`5.
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`For these reasons and as set forth in detail herein, Plaintiff seeks to enjoin
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`Defendants from taking any steps to consummate the Proposed Transaction unless and until the
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`material information discussed below is disclosed to Raven stockholders or, in the event the
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`Proposed Transaction is consummated, to recover damages resulting from the Defendants’
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`violations of the Exchange Act.
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`Case 1:21-cv-06215-VSB Document 1 Filed 07/21/21 Page 3 of 15
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`JURISDICTION AND VENUE
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`6.
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`This Court has subject matter jurisdiction pursuant to Section 27 of the Exchange
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`Act (15 U.S.C. § 78aa) and 28 U.S.C. § 1331 (federal question jurisdiction) as Plaintiff alleges
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`violations of Section 14(a) and 20(a) of the Exchange Act and SEC Rule 14a-9.
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`7.
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`Personal jurisdiction exists over each Defendant either because the Defendant
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`conducts business in or maintains operations in this District, or is an individual who is either
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`present in this District for jurisdictional purposes or has sufficient minimum contacts with this
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`District as to render the exercise of jurisdiction over defendant by this Court permissible under
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`traditional notions of fair play and substantial justice.
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`8.
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`Venue is proper in this District under Section 27 of the Exchange Act, 15 U.S.C. §
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`78aa, as well as under 28 U.S.C. § 1391, because the proxy solicitor or Raven is headquartered in
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`this District, and Raven is traded on the NASDAQ Stock Exchange, which is headquartered in this
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`District.
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`PARTIES
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`9.
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`Plaintiff is, and has been at all relevant times, the owner of Raven common stock
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`and has held such stock since prior to the wrongs complained of herein.
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`10.
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`Individual Defendant Marc E. LeBaron has served as a member of the Board since
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`2011 and Chairman of the Board since May 2017.
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`11.
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`Individual Defendant Jason M. Andringa has served as a member of the Board since
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`2013.
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`1996.
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`2018.
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`12.
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`Individual Defendant Thomas S. Everist has served as a member of the Board since
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`13.
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`Individual Defendant Janet M. Holloway has served as a member of the Board since
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`Case 1:21-cv-06215-VSB Document 1 Filed 07/21/21 Page 4 of 15
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`14.
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`Individual Defendant Kevin T. Kirby has served as a member of the Board since
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`15.
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`Individual Defendant Lois M. Martin has served as a member of the Board since
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`16.
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`Individual Defendant Richard W. Parod has served as a member of the Board since
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`2007.
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`2018.
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`2017.
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`17.
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`Individual Defendant Daniel A. Rykhus has served as a member of the Board since
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`2008 and is the President and Chief Executive Officer of the Company.
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`18.
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`Defendant Raven is incorporated in South Dakota and maintains its principal
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`offices at 205 E. 6th Street, P.O. Box 5107, Sioux Falls, South Dakota 57117-5107. The
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`Company’s common stock trades on the NASDAQ Stock Exchange under the symbol “RAVN.”
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`19.
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`The defendants identified in paragraphs 10-17 are collectively referred to as the
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`“Individual Defendants” or the “Board.”
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`20.
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`The defendants identified in paragraphs 10-18 are collectively referred to as the
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`“Defendants.”
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`SUBSTANTIVE ALLEGATIONS
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`A.
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`The Proposed Transaction
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`21.
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`Raven, a technology company, provides various products to customers in the
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`industrial, agricultural, geo-membrane, construction, aerospace and defense, and commercial
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`lighter-than-air markets worldwide. It operates through three segments: Applied Technology,
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`Engineered Films, and Aerostar. The Applied Technology segment designs, manufactures, sells,
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`and services precision agriculture products and information management tools that enable farmers
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`to enhance farm yields. Its products include application controls, GPS-guidance steering systems,
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`field computers, automatic boom controls, machine automation, information management tools,
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`Case 1:21-cv-06215-VSB Document 1 Filed 07/21/21 Page 5 of 15
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`and injection systems, as well as Slingshot, a communications platform for its ag retailers, custom
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`applicators, and enterprise farms; and services comprise high-speed in-field Internet connectivity
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`and cloud-based data management. This segment sells its products to original equipment
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`manufacturers and through aftermarket distribution partners. The Engineered Films segment
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`produces plastic films and sheeting for geo-membrane, agricultural, construction, and industrial
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`applications; and offers design-build and installation services for plastic films and sheeting. This
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`segment sells its products directly to end-customers and through independent third-party
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`distributors. The Aerostar segment offers high-altitude stratospheric platforms, technical services,
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`and radar systems to provide research, communications, and situational awareness capabilities to
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`governmental and commercial customers in the aerospace and defense, and commercial lighter-
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`than-air markets. Raven was incorporated in 1956 and is headquartered in Sioux Falls, South
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`Dakota.
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`22.
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`On June 21, 2021, Raven and CNH jointly announced that they had entered into a
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`proposed transaction:
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`LONDON & SIOUX FALLS, S.D.--(BUSINESS WIRE)--CNH
`Industrial N.V. (NYSE: CNHI / MI: CNHI) today announced that it
`has entered into an agreement to acquire 100% of the capital stock
`of Raven Industries, Inc. (NASDAQ: RAVN), a US-based leader in
`precision agriculture technology for US$58 per share, representing
`a 33.6% premium to the Raven Industries 4-week volume-weighted
`average stock price, and US$2.1 billion Enterprise Value. The
`transaction will be funded with available cash on hand of CNH
`Industrial. Closing is expected to occur in the fourth quarter of 2021,
`subject to the satisfaction of customary closing conditions, including
`approval of Raven shareholders and receipt of regulatory approvals.
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`The acquisition builds upon a long partnership between the two
`companies and will further enhance CNH Industrial’s position in the
`global agriculture equipment market by adding strong innovation
`capabilities in autonomous and precision agriculture technology.
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`“Precision agriculture and autonomy are critical components of our
`strategy to help our agricultural customers reach the next level of
`productivity and to unlock the true potential of their operations,”
`said Scott Wine, Chief Executive Officer, CNH Industrial. “Raven
`has been a pioneer in precision agriculture for decades, and their
`deep product experience, customer driven software expertise and
`engineering acumen offer a significant boost to our capabilities. This
`acquisition emphasizes our commitment to enhance our precision
`farming portfolio and aligns with our digital transformation strategy.
`The combination of Raven’s technologies and CNH Industrial’s
`strong current and new product portfolio will provide our customers
`with novel, connected technologies, allowing them to be more
`productive and efficient.”
`
`“Our Board and Management are excited about this partnership and
`what it means for our future,” said Dan Rykhus, President & Chief
`Executive Officer for Raven Industries. “For 65 years, our company
`has been committed to solving great challenges. Part of that
`commitment includes delivering groundbreaking innovation by
`developing and investing in our core capabilities and technology. By
`coming together with CNH Industrial, we believe we will further
`accelerate that path as well as bring tremendous opportunities and
`value to our customers — once again fulfilling our purpose to solve
`great challenges. Our relationship with CNH Industrial has
`expanded over decades, and we have a deep respect for one another
`and a shared commitment to transform agriculture practices across
`the world. We look forward to CNH Industrial leveraging the Raven
`talent and culture, as well as the Sioux Falls community, as part of
`their vision and future success.”
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`“Raven Industries’ capabilities, innovation culture, entrepreneurial
`spirit and engineering talent are impressive and will continue to
`thrive as part of the CNH Industrial family. Sioux Falls is and will
`continue to be a true center of excellence,” added Wine. “We are
`incredibly excited to collaborate in bringing our customers more
`integrated precision and autonomous solutions, not only to improve
`productivity and profitability, but also promote more sustainable
`solutions and environmental stewardship. Together, our teams will
`create a stronger business for our employees, dealer network, and
`customers, enabling us to shape the future of agriculture, augment
`our world-leading sustainability credentials, and maximize our
`growth opportunities.”
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`Headquartered in Sioux Falls, South Dakota, Raven Industries is
`organized into three business divisions: Applied Technology
`(precision agriculture), Engineered Films
`(high-performance
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`Case 1:21-cv-06215-VSB Document 1 Filed 07/21/21 Page 7 of 15
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`specialty films) and Aerostar (aerospace) with consolidated net sales
`of US$ 348.4 million for the twelve months ended January 31, 2021.
`The company is a global technology partner for key strategic OEMs,
`agriculture retailers and dealers. The transaction is expected to
`generate approximately US$400 million of run-rate revenue
`synergies by calendar year 2025, resulting in US$150 million of
`incremental EBITDA.
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`The Engineered Films and Aerostar segments are industry leaders in
`the high performance specialty films and stratospheric platform
`industries, respectively, and CNH Industrial believes they represent
`attractive independent businesses with excellent near and long-term
`potential. Accordingly, CNH Industrial plans to undertake a
`strategic review of each business to best position them for future
`success and maximize shareholder value.
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`CNH Industrial does not expect the proposed acquisition will have
`any impact on its guidance for 2021. The acquisition is expected to
`be funded with Group consolidated cash1 not affecting third party
`debt of industrial activities2. Cash consideration for the transaction
`is not included in the free cash flow definition, and consequently it
`will not affect its free cash flow guidance for the FY 2021E.
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`Barclays and Goldman Sachs acted as financial advisors to CNH
`Industrial and Sullivan & Cromwell LLP as its legal advisor. J.P.
`Morgan Securities LLC acted as financial advisor to Raven and
`Davis Polk & Wardwell LLP as its legal advisor.
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`* * *
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`23.
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`The Board has unanimously approved the Proposed Transaction. It is therefore
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`imperative that Raven’s stockholders are provided with the material information that has been
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`omitted from the Proxy Statement, so that they can meaningfully assess whether or not the
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`Proposed Transaction is in their best interests prior to the forthcoming stockholder vote.
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`B.
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`The Materially Incomplete and Misleading Proxy Statement
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`24.
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`On July 19, 2021, Raven filed the Proxy Statement with the SEC in connection with
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`the Proposed Transaction. The Proxy Statement was furnished to the Company’s stockholders and
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`solicits the stockholders to vote in favor of the Proposed Transaction. The Individual Defendants
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`were obligated to carefully review the Proxy Statement before it was filed with the SEC and
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`disseminated to the Company’s stockholders to ensure that it did not contain any material
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`misrepresentations or omissions. However, the Proxy Statement misrepresents and/or omits
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`material information that is necessary for the Company’s stockholders to make an informed
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`decision concerning whether to vote in favor of the Proposed Transaction, in violation of Sections
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`14(a) and 20(a) of the Exchange Act.
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`Omissions and/or Material Misrepresentations Concerning Raven Financial Projections
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`25.
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`The Proxy Statement fails to provide material information concerning financial
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`projections by Raven management and relied upon by J.P. Morgan in its analysis. The Proxy
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`Statement discloses management-prepared financial projections for the Company which are
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`materially misleading. The Proxy Statement indicates that in connection with the rendering of its
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`fairness opinion, that the Company prepared certain non-public financial forecasts (the “Company
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`Projections”) and provided them to the Board and the financial advisors with forming a view about
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`the stand-alone valuation of the Company. Accordingly, the Proxy Statement should have, but fails
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`to provide, certain information in the projections that Raven management provided to the Board
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`and the financial advisors. Courts have uniformly stated that “projections … are probably among
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`the most highly-prized disclosures by investors. Investors can come up with their own estimates
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`of discount rates or [] market multiples. What they cannot hope to do is replicate management’s
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`inside view of the company’s prospects.” In re Netsmart Techs., Inc. S’holders Litig., 924 A.2d
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`171, 201-203 (Del. Ch. 2007).
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`26.
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`For the Company Projections, the Proxy Statement provides values for a non-
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`GAAP (Generally Accepted Accounting Principles) financial metric: EBITDA, but fails to provide
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`line items used to calculate the metric and/or a reconciliation of the non-GAAP metric to its most
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`comparable GAAP measure, in direct violation of Regulation G and consequently Section 14(a).
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`27.
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`The Proxy Statement also fails to disclose unlevered free cash flows for fiscal years
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`ending 2021 through January 31, 2031, which were used by J.P. Morgan to conduct the Discounted
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`Cash Flow Analysis.
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`28. When a company discloses non-GAAP financial measures in a Proxy Statement
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`that were relied on by a board of directors to recommend that stockholders exercise their corporate
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`suffrage rights in a particular manner, the company must, pursuant to SEC regulatory mandates,
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`also disclose all projections and information necessary to make the non-GAAP measures not
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`misleading, and must provide a reconciliation (by schedule or other clearly understandable
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`method) of the differences between the non-GAAP financial measure disclosed or released with
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`the most comparable financial measure or measures calculated and presented in accordance with
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`GAAP. 17 C.F.R. § 244.100.
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`29.
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`The SEC has noted that:
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`companies should be aware that this measure does not have a
`uniform definition and its title does not describe how it is calculated.
`Accordingly, a clear description of how this measure is calculated,
`as well as the necessary reconciliation, should accompany the
`measure where
`it
`is used. Companies should also avoid
`inappropriate or potentially misleading
`inferences about
`its
`usefulness. For example, "free cash flow" should not be used in a
`manner that inappropriately implies that the measure represents the
`residual cash flow available for discretionary expenditures, since
`many companies have mandatory debt service requirements or other
`non-discretionary expenditures that are not deducted from the
`measure.1
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`1 U.S. Securities and Exchange Commission, Non-GAAP Financial Measures, last updated April
`4, 2018, available at: https://www.sec.gov/divisions/corpfin/guidance/nongaapinterp.htm
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`30.
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`Thus, to cure the Proxy Statement and the materially misleading nature of the
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`forecasts under SEC Rule 14a-9 as a result of the omitted information in the Proxy Statement,
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`Defendants must provide a reconciliation table of the non-GAAP measure to the most comparable
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`GAAP measure to make the non-GAAP metrics included in the Proxy Statement not misleading.
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`Omissions and/or Material Misrepresentations Concerning J.P. Morgan’s Financial Analysis
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`31. With respect to J.P. Morgan’s Public Trading Multiples Analysis and the Public
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`Trading Multiples Sum-of-the-Parts Analysis, the Proxy Statement fails to disclose the individual
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`multiples and metrics for the companies observed by J.P. Morgan in the analysis.
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`32. With respect to J.P. Morgan’s Discounted Cash Flow Analysis for the Company
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`excluding the Company’s Autonomy business, the Proxy Statement also fails to disclose: (i) the
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`Company’s estimated projected unlevered free cash flows for the period from April 30, 2021
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`through January 31, 2031 excluding the Company’s Autonomy Business; (ii) the projected
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`terminal values for the Company; (iii) the inputs and assumptions underlying the use of terminal
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`growth rates of 1.5% to 2.5%; (iv) the inputs and assumptions underlying the range of discount
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`rates ranging from 9.25% to 10.25%, (v) Raven’s net debt as of April 30, 2021; and (vi) the number
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`of fully diluted shares outstanding of Company shares.
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`33. With respect to J.P. Morgan’s Discounted Cash Flow Analysis for the Company’s
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`Autonomy business, the Proxy Statement also fails to disclose: (i) the Company’s estimated
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`projected unlevered free cash flows for the period from April 30, 2021 through January 31, 2031
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`for the Company’s Autonomy business; (ii) the projected terminal values for the Company; (iii)
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`the inputs and assumptions underlying the use of terminal growth rates of 2.5% to 3.5%; (iv) the
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`inputs and assumptions underlying the range of discount rates ranging from 16.00% to 17.00%,
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`(v) Raven’s net debt as of April 30, 2021; and (vi) the number of fully diluted shares outstanding
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`of Company shares.
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`34.
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`In sum, the omission of the above-referenced information renders statements in the
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`Proxy Statement materially incomplete and misleading in contravention of the Exchange Act.
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`Absent disclosure of the foregoing material information prior to the special stockholder meeting
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`to vote on the Proposed Transaction, Plaintiff will be unable to make a fully-informed decision
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`regarding whether to vote in favor of the Proposed Transaction, and she is thus threatened with
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`irreparable harm, warranting the injunctive relief sought herein.
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`CLAIMS FOR RELIEF
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`COUNT I
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`On Behalf of Plaintiff Against All Defendants for Violations of
`Section 14(a) of the Exchange Act and Rule 14a-9 and 17 C.F.R. § 244.100
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`35.
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`Plaintiff incorporates each and every allegation set forth above as if fully set forth
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`herein.
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`36.
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`Rule 14a-9, promulgated by the SEC pursuant to Section 14(a) of the Exchange
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`Act, provides that proxy communications with stockholders shall not contain “any statement
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`which, at the time and in the light of the circumstances under which it is made, is false or
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`misleading with respect to any material fact, or which omits to state any material fact necessary in
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`order to make the statements therein not false or misleading.” 17 C.F.R. § 240.14a-9.
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`37.
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`Defendants have issued the Proxy Statement with the intention of soliciting
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`stockholder support for the Proposed Transaction. Each of the Defendants reviewed and
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`authorized the dissemination of the Proxy Statement and the use of their name in the Proxy
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`Statement, which fails to provide critical information regarding, among other things, financial
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`analysis that were prepared by J.P. Morgan and relied upon by the Board in recommending the
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`Company’s stockholders vote in favor of the Proposed Transaction.
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`38.
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`In so doing, Defendants made untrue statements of fact and/or omitted material
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`facts necessary to make the statements made not misleading. Each of the Individual Defendants,
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`by virtue of their roles as officers and/or directors, were aware of the omitted information but failed
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`to disclose such information, in violation of Section 14(a). The Individual Defendants were
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`therefore negligent, as they had reasonable grounds to believe material facts existed that were
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`misstated or omitted from the Proxy Statement, but nonetheless failed to obtain and disclose such
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`information to stockholders although they could have done so without extraordinary effort.
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`39.
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`Defendants were, at the very least, negligent in preparing and reviewing the Proxy
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`Statement. The preparation of a Proxy Statement by corporate insiders containing materially false
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`or misleading statements or omitting a material fact constitutes negligence. Defendants were
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`negligent in choosing to omit material information from the Proxy Statement or failing to notice
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`the material omissions in the Proxy Statement upon reviewing it, which they were required to do
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`carefully. Indeed, Defendants were intricately involved in the process leading up to the signing of
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`the Merger Agreement and the preparation and review of strategic alternatives and the Company’s
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`financial projections.
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`40.
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`The misrepresentations and omissions in the Proxy Statement are material to
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`Plaintiff, who will be deprived of her right to cast an informed vote if such misrepresentations and
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`omissions are not corrected prior to the vote on the Proposed Transaction. Plaintiff has no adequate
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`remedy at law. Only through the exercise of this Court’s equitable powers can Plaintiff be fully
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`protected from the immediate and irreparable injury that Defendants’ actions threaten to inflict.
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`COUNT II
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`On Behalf of Plaintiff Against the Individual Defendants for Violations of Section 20(a) of
`the Exchange Act
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`Plaintiff incorporates each and every allegation set forth above as if fully set forth
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`41.
`
`herein.
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`42.
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`The Individual Defendants acted as controlling persons of Raven within the
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`meaning of Section 20(a) of the Exchange Act as alleged herein. By virtue of their positions as
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`directors of Raven, and participation in and/or awareness of the Company’s operations and/or
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`intimate knowledge of the incomplete and misleading statements contained in the Proxy Statement
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`filed with the SEC, they had the power to influence and control and did influence and control,
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`directly or indirectly, the decision making of Raven, including the content and dissemination of
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`the various statements that Plaintiff contends are materially incomplete and misleading.
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`43.
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`Each of the Individual Defendants was provided with or had unlimited access to
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`copies of the Proxy Statement and other statements alleged by Plaintiff to be misleading prior to
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`and/or shortly after these statements were issued and had the ability to prevent the issuance of the
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`statements or cause the statements to be corrected.
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`44.
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`In particular, each of the Individual Defendants had direct and supervisory
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`involvement in the day-to-day operations of Raven, and, therefore, is presumed to have had the
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`power to control or influence the particular transactions giving rise to the Exchange Act violations
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`alleged herein, and exercised the same. The omitted information identified above was reviewed
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`by the Board prior to voting on the Proposed Transaction. The Proxy Statement at issue contains
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`the unanimous recommendation of the Board to approve the Proposed Transaction. The Individual
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`Defendants were thus directly involved in the making of the Proxy Statement.
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`45.
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`In addition, as the Proxy Statement sets forth at length, and as described herein, the
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`Individual Defendants were involved in negotiating, reviewing, and approving the Merger
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`Agreement. The Proxy Statement purports to describe the various issues and information that the
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`Individual Defendants reviewed and considered. The Individual Defendants participated in
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`drafting and/or gave their input on the content of those descriptions.
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`46.
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`By virtue of the foregoing, the Individual Defendants have violated Section 20(a)
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`of the Exchange Act.
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`47.
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`As set forth above, the Individual Defendants had the ability to exercise control
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`over and did control a person or persons who have each violated Section 14(a) and Rule 14a-9, by
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`their acts and omissions as alleged herein. By virtue of their positions as controlling persons, these
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`defendants are liable pursuant to Section 20(a) of the Exchange Act. As a direct and proximate
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`result of Individual Defendants’ conduct, Plaintiff will be irreparably harmed.
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`48.
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`Plaintiff has no adequate remedy at law. Only through the exercise of this Court’s
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`equitable powers can Plaintiff be fully protected from the immediate and irreparable injury that
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`Defendants’ actions threaten to inflict.
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`RELIEF REQUESTED
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`WHEREFORE, Plaintiff demands injunctive relief in her favor and against the Defendants
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`jointly and severally, as follows:
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`A.
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`Preliminarily and permanently enjoining Defendants and their counsel, agents,
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`employees and all persons acting under, in concert with, or for them, from proceeding with,
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`consummating, or closing the Proposed Transaction, unless and until Defendants disclose the
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`material information identified above which has been omitted from the Proxy Statement;
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`B.
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`Rescinding, to the extent already implemented, the Merger Agreement or any of
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`the terms thereof, or granting Plaintiff rescissory damages;
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`Case 1:21-cv-06215-VSB Document 1 Filed 07/21/21 Page 15 of 15
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`C.
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`Directing the Defendants to account to Plaintiff for all damages suffered as a result
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`of their wrongdoing;
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`D.
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`Awarding Plaintiff the costs and disbursements of this action, including reasonable
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`attorneys’ and expert fees and expenses; and
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`E.
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`Granting such other and further equitable relief as this Court may deem just and
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`proper.
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`JURY DEMAND
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`Plaintiff demands a trial by jury.
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`Dated: July 21, 2021
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`By:
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`MELWANI & CHAN LLP
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`/s Gloria Kui Melwani
`Gloria Kui Melwani (GM5661)
`1180 Avenue of Americas, 8th Fl.
`New York, NY 10036
`Telephone: (212) 382-4620
`Email: gloria@melwanichan.com
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`Attorneys for Plaintiff
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`15
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