Free Declaration - District Court of Delaware - Delaware

Case 1 :04—cv—01482-GIVIS Document 92 Filed 06/27/2005 Page 1 of 3
UNITED STATES DISTRICT COURT
DISTRICT OF DELAWARE
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DAVIS INTERNATIONAL, LLC, HOLDEX, LLC,
FOSTON MANAGEMENT, LTD, and
OMNI TRUSTHOUSE, LTD, Case No. 04-1483
(GMS)
Plaintiffs,
— against —
NEW START GROUP CORP., VENITOM CORP.,
PAN-AMERICAN CORP., MDM BANK,
URAL-GORNO METALURAGICAL COMPANY,
EVRAZ HOLDING,
MIKHAIL CHERNOI, OLEG DERIPASKA,
AROLD KISLIN, MIKHAIL NEKRICH, and
ISKANDER MAKMUDOV,
Defendants.
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REPLY DECLARATION OF LISA C. COHEN
LISA C. COHEN, under penalty of law, hereby declares:
1. As counsel to Arnold Kislin, one of the Defendants in this action, I submit
this reply declaration in further support of the motion to dismiss the complaint pursuant
the doctrine of direct estoppel and to enjoin Plaintiffs from seeking further relief against
these Defendants based upon the allegations set forth in the complaint (the "Estoppel and
Injunction Motion"). All of the Defendants have joined in the Estoppel and Injunction
Motion.
2. On about April 26, 2005, Plaintiffs amended their Complaint in this
action. The only substantive changes between Plaintiffs’ original Complaint and their
Amended Complaint are that: (l) one defunct company has been omitted as a defendant;
and (2) the two state law claims upon which Plaintiffs initially sought relief » conversion

Case 1:04—cv—01482-Gl\/IS Document 92 Filed 06/27/2005 Page 2 of 3
A and equitable relief- are deleted. (A copy of the Amended Complaint is attached hereto
as Exhibit A.)
3. On the same day, Plaintiffs filed a new Complaint in Delaware Chancery
Court against all of the same defendants that are Defendants here. (A copy ofthe
Chancery Court complaint is attached hereto as Exhibit B.) That Chancery Court
Complaint asserts the same two state law claims that were deleted from this action, as
well as two new state law claims.
4. As set forth in the table attached hereto as Exhibit C, all of the substantive
factual allegations made in Plaintiffs’ current Chancery Court Complaint are included in 5
the Amended Complaint in this action, and they were also included in the original
Complaint in this action; most were also included in the case titled Base Metal Trading
SA v. Russian Aluminum, 253 F. Supp. 2d 681 (S.D.N.Y. 2003), c1j§”’d sub nom., Base
Metal Trading Ltcl v. Russian Aluminum, 98 Fed. Appx. 47, 2004 WL 928165 (2d Cir.
2004) (Exhibit A to the Cohen Declaration, dated March 18, 2005, submitted on March
31, 2005 as Exhibit 1 to the Affidavit of Charles M. Oberly, lll.)
5. Since Plaintiffs filed the new Delaware Chancery Court pleadings, I have
had several conversations with Plaintiffs’ lead counsel, Bruce Marks, requesting that,
when the complaint is served, he agree to stay the action pending the outcome of the
Estoppel and injunction Motion before this Court. As l explained repeatedly to Mr.
Marks, agreeing to stay the Delaware Chancery Court action would avoid duplicative
litigation and would eliminate the possibility of wasting judicial resources if this Court
grants the requested injunction. To date, Mr. Marks has refused to stay the action until
this Court reaches its decision on the Motion. instead, Mr. Marks has only offered a
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Case 1:04—cv—01482-G|\/IS Document 92 Filed 06/27/2005 Page 3 of 3
conditional stay until September 1, 2005, requiring, among other things, that all
Defendants give up their substantive right to proper service pursuant to the Hague
Convention before he agrees to even that limited stay.
6. Attached hereto are the following exhibits that are referred to Defendants’
Reply Brief in further support of the Estoppel and Injunction Motion:
• Exhibit D contains pages that were in the appellate brief submitted to the
Second Circuit Court of Appeals in Base Metal Trading by the GOK
plaintiffs, which consists of these Plaintiffs and GOK creditors who were
plaintiffs in that case.
• Exhibit E is the transcript of the oral argument before this Court on April
l3, 2005.
• Exhibit F is the section of the Preliminary Offering Circular issued by
Evraz Group dated May 19, 2005 titled "Risk Factors."
• Exhibit G is a letter to the Hon. John G. Koeltl, United States District
Judge for the Southern District of New York, from counsel for some of the
plaintiffs in Base Metal Trading, dated June 26, 2002.
• Exhibit H is a second letter to the Hon. John G. Koeltl, from counsel for
some of the plaintiffs in Base Metal Trading, dated July 29, 2002; on this
letter appears a memo endorsed by Judge Koeltl denying the application.
7. I declare under penalty of perjury that the foregoing is true and correct.
Executed on June 24, 2005, in New York, New York.
it . QL I _ J
2;% R .v·r· ~ rt
isa C. Cohen
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