Free Motion to Dismiss/Lack of Subject Jurisdiction - District Court of Delaware - Delaware

Case 1:05-cv-00008-JJF-LPS

Document 49

Filed 06/16/2008

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IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE

FTR CONSULTING, INC., derivatively on behalf of MTC TECHNOLOGIES, INC. Plaintiff, v. RAJESH K. SOIN, VISHAL SOIN, AMOL SOIN, INDU SOIN and MTC TECHNOLOGIES, INC., Defendants.

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C. A. No. 05-00008 (JJF)

DEFENDANTS' MOTION TO DISMISS THE ACTION FOR LACK OF STANDING AND LACK OF SUBJECT-MATTER JURISDICTION Pursuant to Rules 12(b)(1) and 12(h)(3) of the Federal Rules of Civil Procedure, Defendants Rajesh, Vishal, Amol and Indu Soin respectfully move to dismiss this action due to plaintiff's lack of standing. As explained in the accompanying memorandum, Plaintiff FTR Consulting, Inc. no longer has standing to maintain this action, so the action should be dismissed as a matter of law. In 2005, when plaintiff filed this derivative suit under Section 16(b) of the Securities Exchange Act of 1934, 15 U.S.C. § 78p(b), plaintiff allegedly was a shareholder of nominal defendant MTC Technologies, Inc. ("MTC"). As of June 9, 2008, however, all of plaintiff's MTC shares were cancelled and converted, by operation of law, into the right to receive $24.00 per share in cash in a merger between MTC and a wholly owned subsidiary of BAE Systems, Inc. ("BAE Systems"). Accordingly, plaintiff is no longer a shareholder of MTC and no longer has standing to prosecute this action.

Case 1:05-cv-00008-JJF-LPS

Document 49

Filed 06/16/2008

Page 2 of 3

The grounds for this motion are set forth more fully in the accompanying memorandum, which is incorporated by reference.

Respectfully submitted,

Of Counsel: Geoffrey J. Ritts Salim A. Kafiti JONES DAY North Point 901 Lakeside Avenue Cleveland, Ohio 44114 Tel: (216) 586-3939 Fax: (216) 579-0212 Dated: June 16, 2008

/s/ Melony R. Anderson Richard L. Horwitz (#2246) Melony R. Anderson (#4377) POTTER ANDERSON & CORROON LLP Hercules Plaza, 6th Floor 1313 North Market Street Wilmington, DE 19801 Tel: (302) 984-6000 Fax: (302) 658-1192 [email protected] [email protected] Attorneys for Defendants Rajesh K. Soin, Vishal Soin, Amol Soin and Indu Soin

Case 1:05-cv-00008-JJF-LPS

Document 49

Filed 06/16/2008

Page 3 of 3

IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE CERTIFICATE OF SERVICE I, Melony R. Anderson, hereby certify that on June 16, 2008, the attached document was served via hand delivery and was electronically filed with the Clerk of the Court using CM/ECF which will send notification of such filing(s) to the following and the document is available for viewing and downloading from CM/ECF: Theodore J. Tacconelli FERRY, JOSEPH & PEARCE, P.A. 824 Market Street Suite 904 P.O. Box 1351 Wilmington, Delaware 19899 Robert Stearn, Jr. RICHARDS, LAYTON & FINGER One Rodney Square 920 North King Street Wilmington, Delaware 19801

I hereby certify that on June 16, 2008, the attached document was served via first class mail to the following non-registered participants: Paul D. Wexler BRAGAR WEXLER EAGEL & MORGENSTERN, P.C. 885 Third Avenue New York, New York 10022 Glenn F. Ostrager OSTRAGER CHONG FLAHERTY & BROITMAN P.C. 250 Park Avenue New York, New York 10177-0899

/s/ Melony R. Anderson Melony R. Anderson (#4377) Potter Anderson & Corroon LLP Hercules Plaza, 6th Floor 1313 N. Market Street P.O. Box 951 Wilmington, DE 19899-0951 (302) 984-6000 [email protected]

Attorney for Defendants Rajesh K. Soin, Vishal Soin, Amol Soin and Indu Soin