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  • SEAN DEBOTTE VS. KING DIGITAL ENTERTAINMENT PLC SECURITIES/INVESTMENT document preview
  • SEAN DEBOTTE VS. KING DIGITAL ENTERTAINMENT PLC SECURITIES/INVESTMENT document preview
  • SEAN DEBOTTE VS. KING DIGITAL ENTERTAINMENT PLC SECURITIES/INVESTMENT document preview
  • SEAN DEBOTTE VS. KING DIGITAL ENTERTAINMENT PLC SECURITIES/INVESTMENT document preview
  • SEAN DEBOTTE VS. KING DIGITAL ENTERTAINMENT PLC SECURITIES/INVESTMENT document preview
  • SEAN DEBOTTE VS. KING DIGITAL ENTERTAINMENT PLC SECURITIES/INVESTMENT document preview
  • SEAN DEBOTTE VS. KING DIGITAL ENTERTAINMENT PLC SECURITIES/INVESTMENT document preview
  • SEAN DEBOTTE VS. KING DIGITAL ENTERTAINMENT PLC SECURITIES/INVESTMENT document preview 
						
                                
Preview

                                Co eo IN DH BF YW NY

NN YN YY NRK DN SF Bee ewe ee Be ewe eH
oN A A F&F BH fF SOD we IN DH FF WN KF SD

Robert A. Sacks (CSBN 150146)
sacksr@sullcrom.com

SULLIVAN & CROMWELL LLP

1888 Century Park East

Los Angeles, California 90067-1725 ELECTRONICALLY

Telephone: (310) 712-6600 FILED

Facsimile: (310) 712-8800 Superior Court of Califomia,
County of San Francisco

Laura Kabler Oswell (CSBN 241281) 08/31/2015

oswelll @sullcrom.com Clerk cee cout

Kyle Niemi (CSBN 287404) 7

niemik@sullcrom.com eee

Jaswant Singh (CSBN 303428)

singhj@sullcrom.com

SULLIVAN & CROMWELL LLP

1870 Embarcadero Road

Palo Alto, California 94303-3308
Telephone: (650) 461-5600
Facsimile: (650) 461-5700

Attorneys for the Underwriter Defendants

SUPERIOR COURT OF THE STATE OF CALIFORNIA
COUNTY OF SAN FRANCISCO

IN RE KING DIGITAL ENTERTAINMENT ) Lead Case No. CGC-15-544770
PLC SHAREHOLDER LITIGATION
Assigned for All Purposes to
Hon. Curtis E.A. Karnow
This Document Relates To:
CLASS ACTION
ALL ACTIONS MEMORANDUM OF POINTS AND
AUTHORITIES IN SUPPORT OF THE
UNDERWRITER DEFENDANTS’
DEMURRER TO PLAINTIFFS’ FIRST
AMENDED CONSOLIDATED
COMPLAINT’S SECOND CAUSE OF
ACTION, AND JOINDER IN THE KING
DEFENDANTS’ DEMURRER

Hearing Date: October 5, 2015

Time: 9:00 a.m.
Dept: 304
Judge: Hon. Curtis E.A. Karnow

ESO

First Am. Consol. Compl. Filed: Aug. 14, 2015

UNDERWRITER DEFENDANTS’ MEMO ISO DEMURRER AND JOINDER IN KING DEFENDANTS’ DEMURRER.
LEAD CASE NO. CGC-15-544770Cem ND HW PF Bw NY

Ry oN YY YN NR NM Ne Be Be se we ee Re Be
RBRwRRRBRRKBE Ge AAKDESEHRES

Defendants J.P. Morgan Securities LLC, Credit Suisse Securities (USA) LLC,
Merrill Lynch Pierce Fenner & Smith Incorporated, Barclays Capital Inc., Deutsche Bank
Securities Inc., RBC Capital Markets LLC, BMO Capital Markets Corp., Cowen and Company
LLC, Pacific Crest Securities LLC, Piper Jaffray & Co., Stifel Nicolaus & Company, Inc.,
Wedbush Securities, Inc., and Raine Securities LLC (the “Underwriter Defendants”) respectfully
submit this Memorandum of Points and Authorities in support of their demurrer to Plaintiffs’
First Amended Consolidated Class Action Complaint FAC”) filed by Plaintiffs Sean Debotte,
Michael M. Nunes, City of Taylor Police and Fire Retirement System (“City of Taylor”),
Briarwood Investments, Inc., Bradley Skaggs, Charles and Phyllis Wheeler, and Theodore
Eyking (“Plaintiffs”). The Underwriter Defendants also hereby join in the demurrer and
supporting brief filed by King Digital Entertainment plc (“King” or the “Company”), Hope
Cochran, Robert S. Cohn, and E. Stanton McKee, Jr. (collectively with King, the “King
Defendants”).

PRELIMINARY STATEMENT

Plaintiffs’ claims against the Underwriter Defendants fail for all of the reasons
stated in the memorandum of points and authorities in support of the King Defendants’ demurrer.
Independently, Plaintiffs cannot state a claim against the Underwriter Defendants for a violation
of Section 12(a)(2) of the Securities Act because Plaintiffs fail to allege a buyer-seller
relationship between Plaintiffs and the Underwriter Defendants, as the law requires. Instead,
Plaintiffs rely on generalized allegations about the professional services provided by the
Underwriter Defendants (FAC { 24), but do not bother to allege that any or all of the Underwriter
Defendants sold securities to Plaintiffs. Nor do Plaintiffs include allegations identifying which
of the thirteen Underwriter Defendants sold to which of the plaintiffs, or how those sales
allegedly violated Section 12(a)(2). In fact, only one of the Plaintiffs alleges that it purchased
stock in the initial public offering at issue in this case (Jd. § 5), but still fails to allege the details
the law requires with respect to that purchase. Plaintiffs’ First Amended Complaint contains no
facts concerning the persons from whom Plaintiffs purchased their securities, and therefore fails

to state a cause of action under Section 12(a)(2). Accordingly, Plaintiffs’ Second Cause of

UNDERWRITER DEFENDANTS’ MEMO ISO DEMURRER AND JOINDER IN KING DEFENDANTS’ DEMURRER
LEAD CASE NO. CGC-15-544770Action should be dismissed as to the Underwriter Defendants for this separate and independent
Teason.
ALLEGATIONS OF THE COMPLAINT

Plaintiffs bring this securities class action against the King Defendants and the
Underwriter Defendants (collectively, the “Defendants”) for violations of the Securities Act of
1933 (the “Securities Act”). On March 27, 2014, King held an initial public offering (the “IPO”)
for the sale of stock (“King Stock”), which closed on March 31, 2014, the final day of King’s
first quarter. (FAC 35.) The IPO was successful in its initial stages as the “largest ever IPO for
a mobile/social gaming company in the United States.” (Id. ]55.) After the IPO, however, King
reported two consecutive quarters of disappointing results. (Jd. 7 58.) Plaintiffs attribute this
decline to a number of factors, all of which they allege were misstated or omitted in King’s
offering documents in violation of the Securities Act. (Jd. §] 35-54.) Plaintiffs purport to
represent a class of all persons who “purchased King common stock and/or traceable to the
Registration Statement issued in connection with the IPO,” the proceeds of which allegedly
sustained substantial damages due to the decline of King’s stock price in the ensuing months.
(id. 4 61.) The FAC alleges that the “Registration Statement for the IPO was inaccurate and
misleading” and the “Prospectus road show communications contained untrue statements of
material fact.” (Jd. J 69, 79.) Due to these misstatements and omissions, Plaintiffs allegedly
suffered “substantial damages in connection with their purchases of the stock.” (/d { 81.)
Plaintiffs seek to hold the Underwriter Defendants liable for the “false and misleading
statements” made in connection with King’s IPO. (Jd. { 24.) Accordingly, Plaintiffs seek
unspecified compensatory and equitable/injunctive relief, reasonable costs and expenses, and
rescission or a rescissory measure of damages. (Id. {| B-E.)

Plaintiffs plead two causes of action against the Underwriter Defendants for
violations of Section 11 of the Securities Act (the “First Cause of Action”) and Section 12(a)(2)
of the Securities Act (the “Second Cause of Action”), and allege that the Underwriters are liable
due to their participation in the IPO, including “planning the IPO,” “purportedly conduct[ing] an
adequate and reasonable investigation into the — and operations of King,” participating in

UNDERWRITER DEFENDANTS’ MEMO ISO DEMURRER AND JOINDER IN KING DEFENDANTS’ DEMURRER,
LEAD CASE NO. CGC-15-544770Co Oe ND HA PF BW NY

RP NN NY NY Se Be Be Be ee eB Be Be
BNRRRRBRERSSGe WA DEEHRSS

“drafting sessions,” and “caus[ing] the Registration Statement to be filed with the SEC and
declared effective.” (Id. § 24(c)-(e).)

The Second Cause of Action alleges that the Underwriter Defendants used a
“defective Prospectus and other conduct . . . including oral and written communications . . . in
connection with King’s road show” to promote and sell King’s common stock to plaintiffs in
violation of Section 12(a)(2) of the Securities Act. (Ud § 78.) Plaintiffs allege that the
Underwriter Defendants “arranged a multi-city roadshow prior to the IPO during which they, and
representatives from King met with potential investors and presented highly favorable
information about the Company, its operation, and its financial prospects.” (Jd. J 24(a).) These
road show communications allegedly “contained untrue statements of material fact, and
concealed and failed to disclose material facts.” (Id § 79.) Accordingly, Plaintiffs allege that
the Underwriter Defendants violated Section 12(a)(2) and seek damages for class members who
purchased King common stock traceable to the IPO. (/d. 81.)

ARGUMENT.

L LEGAL STANDARD

Under Cal. Civ. Proc. Code § 430.10(e), a claim must be dismissed if it “does not
state facts sufficient to constitute a cause of action.” See, e.g., Lawrence v. Bank of Am., 163
Cal. App. 3d 431, 436-37 (1985). A demurrer “admit[s] all material facts properly pleaded, but
not contentions, deductions or conclusions of fact or law.” Blank v. Kirwan, 39 Cal. 3d 311, 318
(1985). Where the pleadings show that amendment would be futile because there is no liability
as a matter of law, a demurrer should be sustained without leave to amend. See Schonfeldt v.
State, 61 Cal. App. 4th 1462, 1465 (1998). Plaintiffs bear the burden of showing that a defect in
the pleadings can be cured through amendment. See Schnall v. Hertz Corp., 78 Cal. App. 4th
1144, 1152 (2000).

Il. THE FAC FAILS TO ALLEGE FACTS DEMONSTRATING THAT THE
UNDERWRITER DEFENDANTS DIRECTLY SOLICITED OR SOLD
SECURITIES TO THE PLAINTIFFS.

Section 12(a)(2) of the Securities Act imposes liability on sellers of securities who

make material misstatements or omissions in prospectuses. 15 U.S.C. § 77/(a)(2) (“Any person

UNDERWRITER DEFENDANTS’ MEMO ISO DEMURRER AND JOINDER IN KING DEFENDANTS’ DEMURRER:
LEAD CASE NO. CGC-15-544770who . . . offers or sells a security” by means of such a prospectus “shall be liable . . . to the
person purchasing such security from him.”); Fed. Home Loan Bank of San Francisco v.
Countrywide Fin. Corp., 214 Cal. App. 4th 1520, 1531 (2013). A Section 12(a)(2) cause of
action can only be asserted by the person who purchased the securities against the seller of the
securities. See Moss v. Kroner, 197 Cal. App. 4th 860, 877 (2011) (Section 12 “impose[s]
liability only on a ‘seller””); Genesee Cnty. Emps.’ Ret. Sys. v. Thornburg Mortg. Sec. Trust
2006-3, 825 F. Supp. 2d 1082, 1125 (D.N.M. 2011) (“The only proper defendants in a section
12(a)(2) action are those who ‘offer or sell’ unregistered securities.”). To state a claim under
Section 12(a)(2), “courts have consistently held that a plaintiff must plead or prove (1) that a
defendant directly sold stock to the plaintiff or (2) directly solicited the plaintiff's purchase of
stock.” In re Am. Bank Note Holographics, Inc. Sec. Litig., 93 F. Supp. 2d 424, 438 (S.D.N.Y.
2000). Plaintiffs sued thirteen underwriters in this action, but they do not allege that any one of
the Underwriter Defendants sold or offered King Stock to the Plaintiffs, or which particular
underwriter sold stock to which Plaintiffs. (FAC ff] 76-81.) And of the eight Plaintiffs in this
action, only City of Taylor alleges that it purchased stock in the IPO (Jd. ¥ 5.); but even that
Plaintiff is unable to allege the identity of the seller of those securities. See In re Bare
Escentuals, Inc. Sec. Litig., 745 F. Supp. 2d 1052, 1073 (N.D. Cal. 2010) (dismissing a Section
12(a)(2) claim because the allegations “fail[ed] to set forth with any degree of detail the means
by which defendants actively solicited plaintiffs’ purchase of securities” or “the actual efforts
made to seek or solicit a purchase of securities.”). Because Plaintiffs are unable to allege facts
showing that any of the Underwriter Defendants directly sold King Stock to Plaintiffs, or
solicited Plaintiffs’ purchase of King Stock, the Second Cause of Action must be dismissed.

The FAC alleges that the Underwriter Defendants (separate from the King
Defendants) engaged in the following conduct: (i) arranging and participating in a multi-city
roadshow, (ii) demanding and obtaining an indemnification agreement from King, (iii) assisting
King in planning the IPO and conducting due diligence, (iv) participating in Registration
Statement drafting sessions with King personnel, and (v) filing the Registration Statement with
the SEC. (FAC  24(a)-(e).) Nowhere does the FAC allege facts about Plaintiffs’ purchases of

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UNDERWRITER DEFENDANTS’ MEMO ISO DEMURRER AND JOINDER IN KING DEFENDANTS’ DEMURRER
LEAD CASE NO. CGC-15-544770King Stock from the Underwriter Defendants. The only alleged contact with investors is in
connection with the roadshow, where Plaintiffs allege that the Underwriter Defendants “met with
potential investors and presented highly favorable information about the company, its operation,
and its financial prospects.” (Jd. § 24(a).) This allegation describes nothing more than the
provision of “professional services” and thus does not state a claim for a violation of Section
12(a)(2) as a matter of law. Moore v. Kayport Package Exp., Inc., 885 F.2d 531, 537 0.5 (9th
Cir. 1989) (“Courts generally agree that merely performing professional services, without
actively soliciting a purchase of the underlying securities, does not give rise to liability under
section 12.”); see also In re Violin Memory Sec. Litig., 2014 WL 5525946, at *18 (N.D. Cal. Oct.
31, 2014) (“‘Mere participation’ in a solicitation of sale does not suffice.” (quoting Pinter v.
Dahl, 486 U.S. 622, 650 (1988)); Weinstein v. Jain, 1995 WL 787549, at *2 (N.D. Cal. Oct. 23,
1995) (dismissing Section 12 claim where plaintiffs alleged only that “the Underwriters were a
‘substantial factor’ in the plaintiff's stock purchase”); THOMAS LEE HAZEN, THE LAW OF
SECURITIES REGULATION § 7.6[1] (5th ed. 2006) (Generally, issuers and underwriters are not
sellers within the meaning of Section 12 unless they actively participate in the negotiations with
the plaintiff/purchaser.”).

The only sales conduct alleged in the complaint is the single general allegation
that “defendants promoted and sold King stock to plaintiffs and other members of the class.”
(FAC { 78.) Plaintiffs do not specify whether this refers to any or all of the Underwriter
Defendants, and the allegation fails to state which Plaintiffs purchased stock from those
defendants. The law is clear that such vague, generalized allegations do not come close to
stating a claim under Section 12(a)(2). For example, in In re Violin Memory, plaintiffs’ Section
12(a)(2) claim was dismissed as to several underwriter defendants where the plaintiffs’ sole
allegation concerning a buyer-seller relationship was that one of the plaintiffs “bought common.
stock . . . directly from J.P. Morgan.” 2014 WL 5525946, at *19. The court found that this
allegation was conclusory and insufficient to state a claim because there were “no allegations
concerning the nature of that sale or that purport to depict J.P. Morgan—much less any of the
other underwriters—as having ‘solicited ee of the securities for their own financial gain.”

UNDERWRITER DEFENDANTS’ MEMO ISO DEMURRER AND JOINDER IN KING DEFENDANTS’ DEMURRER
LEAD CASE NO. CGC-15-544770w

oC oe INN

Id. Because the plaintiffs failed to adequately allege that the underwriter defendants were
“sellers” within the meaning of Section 12(a)(2), the court dismissed the cause of action. Id.; see
also In re Bare Escentuals, 745 F. Supp. 2d at 1073 (“[A] ‘mere assertion that defendants are
solicitors or sellers is a legal conclusion and therefore insufficient to withstand a motion to
dismiss.’ Something more is needed.” (citations omitted)); In re Portal Software, Inc. Sec. Litig.,
2006 WL 2385250, at *4 (N.D. Cal. Aug. 17, 2006) (same).

The FAC is devoid of facts showing that any one of the Plaintiffs was in a buyer-
seller relationship with any one of the Underwriter Defendants. See In re Countrywide Fin.
Corp. Mortg. Backed Sec. Litig., 932 F. Supp. 2d 1095, 1118 (C.D. Cal. 2013) (“At the very
least . . . the language of [Section 12(a)(2)] contemplates a buyer-seller relationship not unlike
traditional contractual privity.”’ (quoting Pinter v. Dahl, 486 U.S. at 642)). In fact, there are no
allegations that any of the Plaintiffs ever had contact with an Underwriter Defendant, much less
that they purchased stock from any of those defendants, or any details about those purchases.
See In re Violin Memory, 2014 WL 5525946, at *19 (finding that plaintiffs failed to “allege any
facts that Underwriters actively and directly solicited, communicated with, or negotiated with
Plaintiffs in connection with their stock purchases.”). Because Plaintiffs have failed to plead this
basic element of a Section 12(a)(2) claim, the Second Cause of Action must be dismissed.

CONCLUSION

For the foregoing reasons, and for the reasons stated in the memorandum of points
and authorities filed with the King Defendants’ demurrer, the Underwriter Defendants
respectfully request that the Court sustain its demurrer and dismiss the FAC’s First and Second

Causes of Action against the Underwriter Defendants without leave to amend.

Dated: August 31, 2015 SEL Cit

Robert A. Sacks (CSBN 150146)
sacksr@sullcrom.com

SULLIVAN & CROMWELL LLP
1888 Century Park East

Los Angeles, California 90067-1725

UNDERWRITER DEFENDANTS’ MEMO ISO DEMURRER AND JOINDER IN KING DEFENDANTS’ DEMURRER
LEAD CASE NO. CGC-15-544770Telephone: (310) 712-6600
Facsimile: (310) 712-8800

Laura Kabler Oswell (CSBN 241281)
oswelll@sullcrom.com

Kyle Niemi (CSBN 287404)
niemik@sullcrom.com

Jaswant Singh (CSBN 303428)
singhj@sullcrom.com

SULLIVAN & CROMWELL LLP
1870 Embarcadero Road

Palo Alto, California 94303-3308
Telephone: (650) 461-5600
Facsimile: (650) 461-5700

Attorneys for the Underwriter Defendants

7-

UNDERWRITER DEFENDANTS’ MEMO ISO DEMURRER AND JOINDER IN KING DEFENDANTS’ DEMURRER-
LEAD CASE NO. CGC-15-544770PROOF OF SERVICE

Iam employed in the County of Santa Clara, State of California. I am over the age
of 18 and not a party to the within action. My business address is Sullivan & Cromwell LLP,
1870 Embarcadero Road, Palo Alto, CA 94303.

On August 31, 2015, I served the following document(s):
THE UNDERWRITER DEFENDANTS’ OBJECTIONS TO PLAINTIFFS’ FIRST
REQUEST FOR PRODUCTION OF DOCUMENTS
on the interested parties in the subject action by serving a true copy thereof as indicated below:
4 BY E-SERVICE: by e-serving via FileAndServeXpress any of the

participants listed below who are registered to receive service through FileAndServeXpress in
this action.

uy U.S. MAIL: I caused such envelope to be deposited in the mail at Palo
Alto, California. The envelope was mailed with postage thereon fully prepaid. _I am “readily
familiar with this firm’s practice of collection and processing correspondence for mailing. It is
deposited with the U.S. postal service on that same day in the ordinary course of business.

SEE ATTACHED SERVICE LIST

I declare under penalty of perjury under the laws of the State of California that the
foregoing is true and correct. Executed on August 31, 2015, at Palo Alto, California.

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UNDERWRITER DEFENDANTS’ MEMO ISO DEMURRER AND JOINDER IN KING DEFENDANTS’ DEMURRER
LEAD CASE NO. CGC-15-544770Ceo YN DH F BW NH

So 8 = Ss

14

SERVICE LIST

IN RE KING DIGITAL ENTERTAINMENT ple SHAREHOLDER LITIGATION

Lead Case No.: CGC-15-544770

Lead Counsel for Plaintiffs

James I. Jaconette

ROBBINS GELLER RUDMAN
& DOWD LLP

655 West Broadway, Suite 1900

San Diego, CA 92101

Telephone: (619) 231-1058

Facsimile: (619) 231-7423

jamesj@rgrdlaw.com

Shawn A. Williams
ROBBINS GELLER RUDMAN

& DOWD LLP
Post Montgomery Center
One Montgomery Street, Suite 1800
San Francisco, CA 94104
Telephone: (415) 288-4545
Facsimile: (415) 288-4534
shawnw@rgrdlaw.com

Samuel H. Rudman

Mary K. Blasy

ROBBINS GELLER RUDMAN &
DOWD LLP

58 South Service Road, Suite 200

Melville, NY 11747

Telephone: (631-367-7100

Facsimile: (631) 367-1173

John T. Jasnoch

SCOTT + SCOTT LLP

707 Broadway, Suite 1000
San Diego, CA 92101
Telephone: (619) 233-4565
Facsimile: (619) 233-0508
jjasnoch@scott-scott.com

Thomas L. Laughlin IV
Joseph V.. Halloran
Deborah Clark-Weintraub
Amanda Lawrence

SCOTT + SCOTT LLP
The Chrysler Building

405 Lexington Avenue, 40" Floor
New York, NY 10174
Telephone: (212) 223-6444
Facsimile: (212) 223-6334
tlaughlin@scott-scott.com
jhalloran@scott-scott.com

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UNDERWRITER DEFENDANTS’ MEMO ISO DEMURRER AND JOINDER IN KING DEFENDANTS’ DEMURRER

LEAD CASE NO. CGC-15-544770SERVICE LIST

IN RE KING DIGITAL ENTERTAINMENT plc SHAREHOLDER LITIGATION
Lead Case No.: CGC-15-544770

Executive Committee Members

Francis A. Bottini, Jr.

Albert Y. Chang

Yury A. Kolesnikov
BOTTINI & BOTTINI, INC.
7817 Ivanhoe Ave., Suite 102
La Jolla CA 92307
Telephone: (858) 914-2001
Facsimile: (858) 914-2002

* Tan D. Berg

Takeo A. Keller

ABRAHAM, FRUCHTER & TWERSKY, LLP
11622 El Camino Real, Ste. 100

San Diego, CA 92130

Telephone: (858) 764-2580

Facsimile: (858) 764-2582

Lionel Z. Glanzy

Robert V. Prongay

Case E. Sadler

GLANCY BINKOW & GOLDBERG LLP
1925 Century Park East, Suite 2100

Los Angeles, CA 90067

Telephone: (310) 201-9150

Facsimile: (310) 201-9160

Laurence Rosen

THE ROSEN LAW FIRM, P.A.
355 South Grand Ave., Suite 2450
Los Angeles, CA 90071
Telephone: (213) 785-2610
Facsimile: (213) 226-4684

Additional Counsel for Plaintiff

Thomas C. Michaud

VANOVERBEKE MICHAUD &
TIMMONY, P.C.

79 Alfred Street

Detroit, MI 48201

Telephone: (313) 578-1200

Facsimile: (313) 578-1201

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UNDERWRITER DEFENDANTS’ MEMO ISO DEMURRER AND JOINDER IN KING DEFENDANTS’ DEMURRER

LEAD CASE NO. CGC-15-544770SERVICE LIST

IN RE KING DIGITAL ENTERTAINMENT plc SHAREHOLDER LITIGATION
Lead Case No.: CGC-15-544770

Attorneys for Defendants King Digital Kevin P. Muck
Entertainment PLC, Hope Cochran, Dean S. Kristy
Robert S. Cohn, E. Stanton McKee Marie C. Bafus
Nair Diana Chang
FENWICK & WEST LLP

555 California Street, 12" Floor
San Francisco, CA 94104
Telephone: (415) 875-2300
Facsimile: (415) 281-1350
kmuck@fenwick.com
dkristy@fenwick.com
mbafus@fenwick.com
dchang@fenwick.com

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UNDERWRITER DEFENDANTS’ MEMO ISO DEMURRER AND JOINDER IN KING DEFENDANTS’ DEMURRER
LEAD CASE NO. CGC-15-544770