Opinion
ORDER
MORRISON C. ENGLAND, Jr., Chief District Judge.
Presently before the Court is an Ex Parte Motion for Temporary Restraining Order ("Motion") filed by Plaintiffs CogniMem Technologies, Inc. ("CogniMem") and Bruce McCormick ("Plaintiffs"). (ECF No. 6.) Plaintiffs seeks the Court's order enjoining Defendants Guy Paillet, Anne Menendez and General Vision Services, Inc. ("Defendants") from taking any actions not in accordance with the Bylaws enacted for CogniMem on May 9, 2012, including removing Plaintiff McCormick as a director, officer or employee of CogniMem and taking any actions to dissolve CogniMem. As alleged in the Motion and as supported by the declarations submitted by Plaintiffs and their counsel, Plaintiff McCormick is a shareholder and the sole director of CogniMem, and Defendants are shareholders of CogniMem.
Yesterday, May 15, 2013, Defendants informed Plaintiffs about a Board of Directors meeting scheduled for 4:00 p.m. on May 16, 2013 (today) in Petaluma, California. (Declaration of Bruce McCormick ¶ 11; ECF No. 6-4.) The meeting's agenda includes, inter alia, immediate removal of Plaintiff McCormick from all corporate offices and dissolution of CogniMem. (Id.) Plaintiff requests the Court's order enjoining those actions as contrary to CogniMem's duly enacted Bylaws.
After reviewing the Motion and supporting documents, the Court has determined that a hearing is necessary. Due to the extremely short notice and in light of a significant risk of irreparable injury to Plaintiffs, the Court has no option but to order an immediate and ex parte stay of any and all actions by Defendants directed at dissolving CogniMem. Accordingly, pending hearing on Plaintiffs' Motion, Defendants are enjoined from taking any actions to remove Plaintiff McCormick as a director, officer or employee of CogniMem, taking any actions to dissolve CogniMem, and taking any other actions not in accordance with CogniMem's Bylaws enacted on May 9, 2013. See Granny Goose Foods, Inc. v. Teamsters, 415 U.S. 423, 438-39 (1974) (temporary restraining orders "should be restricted to serving their underlying purpose of preserving the status quo and preventing irreparable harm just so long as is necessary to hold a hearing, and no longer").
Defendants are hereby ORDERED to show cause on Wednesday, May 22, 2013 at 10:00 a.m. in Courtroom 7 why the Temporary Restraining Order requested by Plaintiffs should not issue against Defendants. Personal appearance of counsel for both parties is required, and the Court will not entertain requests for telephonic appearance. Defendants are further ORDERED to file a memorandum no later than Monday, May 20, 2013 at 12:00 p.m. explaining why Plaintiffs are not entitled to the requested injunctive relief. Plaintiffs are ORDERED to file a response to Defendants' memorandum no later than Tuesday, May 21, 2013 at 12:00 pm.
Plaintiffs' counsel is directed to notify all other parties of the hearing and file proof of notice of hearing by 6:00 p.m., May 17, 2013.
IT IS SO ORDERED.