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SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NEW YORK

CYRUS MASSOUMI,
Index No. ____________

Plaintiff,

Date Purchased: _____________

-againstNIKHIL GANJU, OLIVER KHARRAZ, AND NETTA
SAMROENGRAJA,

SUMMONS

Defendants.

TO THE ABOVE-NAMED DEFENDANTS:
YOU ARE HEREBY SUMMONED to answer the following complaint and to serve a copy of
your answer on Plaintiff's counsel within twenty days after the service of this summons, exclusive of the
day of service, or within thirty days after service is complete if this summons is not personally delivered
to you within the State of New York. If you fail to answer, judgment will be entered against you by
default for the relief demanded in the complaint.
Plaintiff designates the County of New York as the place for trial because at least one of the
above-referenced defendants resides in New York County.

DATED:

New York, New York
September 8, 2020

LUPKIN PLLC
By: __________________
Jonathan D. Lupkin
80 Broad Street, Suite 1301
New York, NY 10004
Tel.: (646) 367-2771
Email: jlupkin@lupkinpllc.com

This is a copy of a pleading filed electronically pursuant to New
1 York State court rules (22 NYCRR §202.5-b(d)(3)(i))
which, at the time of its printout from the court system's electronic website, had not yet been reviewed and
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Robert A. Van Kirk*
John S. Williams
Meng Jia Yang*
Thomas S. Chapman*
WILLIAMS &
CONNOLLY LLP
650 Fifth Avenue, Suite 1500
New York, NY 10019
-and725 Twelfth Street, N.W.
Washington, DC 20005
Tel.: (202) 434-5000
* Pro hac vice applications
forthcoming.

This is a copy of a pleading filed electronically pursuant to New
2 York State court rules (22 NYCRR §202.5-b(d)(3)(i))
which, at the time of its printout from the court system's electronic website, had not yet been reviewed and
approved by the County Clerk. Because court rules (22 NYCRR §202.5[d]) authorize the County Clerk to reject
filings for various reasons, readers should be aware that documents bearing this legend may not have been
2 of
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SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NEW YORK

CYRUS MASSOUMI,
Index No. ______________

Plaintiff,

Date Purchased: ____________

-againstNIKHIL GANJU, OLIVER KHARRAZ, AND NETTA
SAMROENGRAJA,

COMPLAINT

Defendants.

Plaintiff Cyrus Massoumi, by his counsel Williams & Connolly LLP and Lupkin
PLLC, for his Complaint, states, on personal knowledge as to his actions and upon information and
belief as to the actions of others, as follows:
NATURE OF THE ACTION
1.

Mr. Massoumi is the founder and former Chief Executive Officer (“CEO”)

of Zocdoc, Inc. (“Zocdoc”), an online platform that allows patients to search for doctors and book
appointments. He brings this action against defendants Mr. Nikhil Ganju, Mr. Oliver Kharraz, and
Ms. Netta Samroengraja for fraud and conspiracy to commit fraud.
2.

Mr. Massoumi conceived of Zocdoc and served as its CEO for eight years,

building the company from nothing into a resounding success prior to his departure. Based on his
personal ethos of helping those who need care, Mr. Massoumi defined the company’s mission of
expanding access to care for patients, established a relationship of trust with its core customer base
of doctors, and secured investors on the basis of the company’s values and growth. Mr. Massoumi
recruited Mr. Ganju and Mr. Kharraz to help him start Zocdoc. Ms. Samroengraja became a
company executive soon after it was founded.
This is a copy of a pleading filed electronically pursuant to New
1 York State court rules (22 NYCRR §202.5-b(d)(3)(i))
which, at the time of its printout from the court system's electronic website, had not yet been reviewed and
approved by the County Clerk. Because court rules (22 NYCRR §202.5[d]) authorize the County Clerk to reject
filings for various reasons, readers should be aware that documents bearing this legend may not have been
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accepted for filing by the County Clerk.

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3.

In 2015, the defendants perpetrated an elaborate series of lies and deceptions

to oust Mr. Massoumi from his roles at Zocdoc and steal control of the company from him.
Defendants actively deceived Mr. Massoumi in order to keep their planned coup under wraps.
Knowing that they intended to execute their coup at Zocdoc’s November 2015 board of directors
meeting, defendants falsely told Mr. Massoumi that the meeting would cover only routine matters.
They then manufactured fake meeting materials and even rehearsed fabricated presentations in
front of Mr. Massoumi that they never intended to deliver. Because defendants carefully pretended
to follow their usual routines in preparing for the November 2015 board meeting, Mr. Massoumi
reasonably relied on defendants’ misrepresentations, and believed that the board meeting would
involve nothing out of the ordinary. If Mr. Massoumi had known defendants’ true plans, he could
have prevented the coup and defended his and Zocdoc’s interests, such as by exercising his options
to take majority control of the company. Defendants’ fraudulent conduct prevented Mr. Massoumi
from taking any such protective action.
4.

As a result of the coup, Mr. Massoumi lost his positions as CEO and as a

member and Chairman of Zocdoc’s board. He also suffered a significant loss in the value of his
Zocdoc shares: defendants’ changes to Zocdoc’s governing documents entrenched Mr. Kharraz and
Mr. Ganju in positions of power at the company, securing a disproportionate share of Zocdoc’s
value to them personally. In addition, each defendant secured or advanced his or her position at
Zocdoc by ousting Mr. Massoumi. But Zocdoc is now a shadow of the company it once was, mired
in a steep financial decline, failing to raise further capital, and taking on debt with crippling interest
rates. The company has lost 14 key executives in recent years, a sign of employees’ loss of faith
in the company due to defendants’ murky, ever-changing business strategy. Worse, the defendants
have led the company in a way that harms every group that it was created to serve—patients,
doctors and other healthcare workers. Mr. Massoumi seeks to invalidate the defendants’ fraudulent
This is a copy of a pleading filed electronically pursuant to New
2 York State court rules (22 NYCRR §202.5-b(d)(3)(i))
which, at the time of its printout from the court system's electronic website, had not yet been reviewed and
approved by the County Clerk. Because court rules (22 NYCRR §202.5[d]) authorize the County Clerk to reject
filings for various reasons, readers should be aware that documents bearing this legend may not have been
4 of
accepted for filing by the County Clerk.

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actions, including removal of Mr. Massoumi as CEO and Chairman, and to secure further relief for
the harm he suffered.
PARTIES
5.

Plaintiff Cyrus Massoumi is an individual residing in New York County. He

is the founder and former CEO and Chairman of Zocdoc. He has been a stockholder of Zocdoc
since the company’s founding in 2007, has held shares continuously, and is today the largest
individual holder of the company’s Class B common stock.
6.

Defendant Oliver Kharraz is a co-founder of Zocdoc, its current CEO, and a

member of its board. Together with Mr. Ganju and Ms. Samroengraja, Mr. Kharraz orchestrated
the coup that removed Mr. Massoumi from his position as CEO and Chairman, put himself in Mr.
Massoumi’s place as CEO, and implemented a series of corporate governance changes that
cemented Mr. Kharraz’s and Mr. Ganju’s control of Zocdoc. Mr. Kharraz resides in the State of
New York.
7.

Defendant Nikhil Ganju is a co-founder of Zocdoc and a current board

member. Together with Mr. Kharraz and Ms. Samroengraja, Mr. Ganju orchestrated the coup that
removed Mr. Massoumi from his position as CEO and Chairman, gained a seat on the board as part
of the coup, and implemented a series of corporate governance changes that cemented Mr. Ganju’s
and Mr. Kharraz’s control of Zocdoc. Mr. Ganju resides in the State of New York.
8.

Defendant Netta Samroengraja is the Chief Business Officer of Zocdoc and

served on the board at the time of the coup. She previously served as the Chief Financial Officer
(“CFO”). Together with Mr. Kharraz and Mr. Ganju, Ms. Samroengraja orchestrated the coup that
removed Mr. Massoumi from his position as CEO and Chairman, secured her position at Zocdoc,
and implemented a series of corporate governance changes that cemented Mr. Kharraz’s and Mr.
Ganju’s control of Zocdoc. Ms. Samroengraja resides in the State of New York.
This is a copy of a pleading filed electronically pursuant to New
3 York State court rules (22 NYCRR §202.5-b(d)(3)(i))
which, at the time of its printout from the court system's electronic website, had not yet been reviewed and
approved by the County Clerk. Because court rules (22 NYCRR §202.5[d]) authorize the County Clerk to reject
filings for various reasons, readers should be aware that documents bearing this legend may not have been
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9.

Mr. Ganju, Mr. Kharraz, and Ms. Samroengraja are referred to collectively

in this Complaint as “defendants.”
JURISDICTION AND VENUE
10.

This Court has personal jurisdiction over Mr. Ganju, Mr. Kharraz, and Ms.

Samroengraja pursuant to CPLR 301 and 302(a). All three defendants are domiciled in the State
of New York, transact and regularly do business in the State of New York, and maintain an office
and use real property located within the State of New York at 568 Broadway, New York, NY
10012.
11.

Venue is proper in this county pursuant to CPLR 503(a). All parties named

in this action reside in this county.
FACTUAL BACKGROUND
A.

Zocdoc and Its Co-Founders
12.

The company at the heart of this case is Zocdoc, an online service that helps

connect patients with doctors.

Using Zocdoc, patients can search for doctors online, book

appointments, and access or leave reviews for providers. Zocdoc charges doctors a fee to be listed
on the platform, while patients can search for doctors and book appointments through Zocdoc for
free.
13.

Zocdoc has its principal place of business in New York County, New York,

and is incorporated in the State of Delaware. Its executive team is entirely based in New York, and
all management functions are conducted in New York.
14.

Zocdoc is a privately held corporation with approximately 170 current

stockholders. There are three classes of stock: preferred stock, Class A common stock and Class
B common stock. The holders of Class B common stock elect three of the five board directors
(known as the common directors). Two of the holders of preferred stock, Founders Fund and
This is a copy of a pleading filed electronically pursuant to New
4 York State court rules (22 NYCRR §202.5-b(d)(3)(i))
which, at the time of its printout from the court system's electronic website, had not yet been reviewed and
approved by the County Clerk. Because court rules (22 NYCRR §202.5[d]) authorize the County Clerk to reject
filings for various reasons, readers should be aware that documents bearing this legend may not have been
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Khosla Ventures, each elect one board director.
15.

Mr. Massoumi had the idea for Zocdoc in 2007. After suffering a burst

eardrum on a flight, he spent several painful days searching for a doctor in New York. That
experience spurred him to streamline the process for connecting patients with doctors by creating
an online search tool and appointments system. Mr. Massoumi served as the company’s first CEO
and occupied that role from 2007 to 2015. He led the company through exponential growth and
multiple rounds of investment funding.
16.

During his eight-year tenure, Mr. Massoumi defined the company’s mission,

developed strategy, supervised the management team, and oversaw day-to-day operations. He
helped Zocdoc achieve $71 million in revenue and 120% year-on-year revenue growth. By mid2015, Zocdoc had grown to 600 employees. The company’s last round of fundraising only a few
months before the November 2015 coup generated $130 million in additional equity investments,
putting Zocdoc at a $1.8 billion valuation and making it one of the most valuable start-ups in New
York City.
17.

From the very beginning, Mr. Massoumi defined Zocdoc’s core values with

three groups in mind:
a.

Patients: The central mission behind Zocdoc was to facilitate and expand
access to care, particularly for low-income populations on Medicare or
Medicaid. The company’s first and most important value was “Patients
First.” Under Mr. Massoumi’s leadership, the company had always
served those individuals who most needed help finding the right doctors.

b.

Doctors/health care workers: Doctors are Zocdoc’s core customer base,
and Mr. Massoumi placed a premium on establishing a relationship of
trust with those who list their services on Zocdoc. He developed a

This is a copy of a pleading filed electronically pursuant to New
5 York State court rules (22 NYCRR §202.5-b(d)(3)(i))
which, at the time of its printout from the court system's electronic website, had not yet been reviewed and
approved by the County Clerk. Because court rules (22 NYCRR §202.5[d]) authorize the County Clerk to reject
filings for various reasons, readers should be aware that documents bearing this legend may not have been
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accepted for filing by the County Clerk.

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straightforward, transparent pricing model under which doctors paid a flat
annual subscription fee to be listed on Zocdoc’s platform.
c.

Investors: Mr. Massoumi focused on protecting the value of the company
and, in turn, of the investors’ individual holdings. He valued being
transparent and fair with current and potential investors. Mr. Massoumi
understood that raising new capital was critical to growing the company,
which in turn benefited all investors in the long run. As such, Mr.
Massoumi prioritized making Zocdoc attractive for new investors above
rewarding himself and other members of the executive team and board
members. He believed in issuing new shares to outside investors to raise
capital instead of helping existing stockholders to resell their shares.

18.

Prior to Mr. Massoumi’s departure, Zocdoc was the leading company of its

kind: it served patients in more than 2,000 cities across the United States, and more than five million
patients searched for doctors on Zocdoc each month. The company was vastly improving access
to care, reducing the headaches associated with finding the right doctor, and decreasing the wait
times for securing appointments.
19.

Mr. Massoumi recruited Mr. Kharraz and Mr. Ganju to work with him in

starting Zocdoc. In the company’s earliest days, Mr. Kharraz helped build the first interface that
would allow doctors to list their services on the Zocdoc platform. Mr. Kharraz eventually stepped
into the Chief Operating Officer (“COO”) position, which he occupied until the coup.
20.

Mr. Ganju joined Zocdoc to focus on the technical development of its online

platform and tools. For a time, he served as the Chief Technology Officer (“CTO”). In 2013, Mr.
Ganju relinquished the title of CTO, and the company’s Vice President of Engineering managed
the engineering team in Mr. Ganju’s place. From that point onwards, Mr. Ganju remained at the
This is a copy of a pleading filed electronically pursuant to New
6 York State court rules (22 NYCRR §202.5-b(d)(3)(i))
which, at the time of its printout from the court system's electronic website, had not yet been reviewed and
approved by the County Clerk. Because court rules (22 NYCRR §202.5[d]) authorize the County Clerk to reject
filings for various reasons, readers should be aware that documents bearing this legend may not have been
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company but played a minimal role and held no significant responsibility.
21.

Ms. Samroengraja joined Zocdoc early on and assumed the role of CFO before

eventually becoming the Chief Business Officer.
22.

Zocdoc sought to concentrate voting control in the hands of Mr. Massoumi,

Mr. Kharraz, and Mr. Ganju by requiring each equity investor to sign a Founder Voting Rights
Agreement as a condition of acquiring Zocdoc stock (whether through direct issuance or secondary
transaction). Each Founder Voting Rights Agreement was signed by the acquirer, on the one hand,
and one of Mr. Ganju, Mr. Kharraz, or Mr. Massoumi, on the other.
23.

Under a Founder Voting Rights Agreement, the signing stockholder granted

an irrevocable proxy that gave a designated Proxyholder the authority to vote such stockholder’s
shares in all but a limited number of situations. For instance, the Proxyholder would have the
power to vote such stockholder’s shares in the election or removal of board directors. Prior to the
coup, all Founder Voting Rights Agreements designated Mr. Massoumi as the Proxyholder, thereby
giving him the authority to vote the shares covered by those agreements.
24.

The Founder Voting Rights Agreements also set forth a process for changing

the Proxyholder. The following is an example of one such provision:
Section 1.2
Appointment of Proxyholder. “Proxyholder” shall mean
Cyrus Massoumi. The person appointed as proxyholder may be changed or
replaced with a different Founder from time to time with written consent of
the Founders who hold, directly or indirectly, a majority of the shares of
Common Stock of the Company then held by all of the Founders.
B.

Context for the November 2015 Coup
25.

In November 2015, the company’s board of directors was comprised of five

members: Mr. Massoumi, as Chairman, Mr. Ken Howery (elected by Founders Fund, one of
Zocdoc’s primary institutional investors), Mr. Kharraz, Ms. Samroengraja, and Mr. David Weiden
(elected by Khosla Ventures, another of Zocdoc’s primary institutional investors).
This is a copy of a pleading filed electronically pursuant to New
7 York State court rules (22 NYCRR §202.5-b(d)(3)(i))
which, at the time of its printout from the court system's electronic website, had not yet been reviewed and
approved by the County Clerk. Because court rules (22 NYCRR §202.5[d]) authorize the County Clerk to reject
filings for various reasons, readers should be aware that documents bearing this legend may not have been
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26.

Mr. Massoumi was the largest single holder of Class B common stock. He

did not have majority control of the outstanding Class B common stock. The shares held by Mr.
Kharraz and Mr. Ganju together exceeded the shares held by Mr. Massoumi. Mr. Massoumi also
held a significant number of options for shares of Zocdoc common stock. In July 2011, Zocdoc
granted him stock option grants equal to shares of 2,122,759 common stock.

All of Mr.

Massoumi’s options were subject to an “early exercise” feature. That meant that he could exercise
all the options, both vested and unvested, at any time. Had Mr. Massoumi known about the
impending coup and needed to acquire majority control before the coup, he would have done so.
27.

By no later than 2013, Mr. Kharraz, Ms. Samroengraja, and Mr. Ganju were

each performing poorly in their respective functions at Zocdoc and failing to keep up with the
demands of the growing company. Mr. Massoumi had witnessed and knew about their poor
performance.
28.

Mr. Kharraz, as COO, failed to follow through on initiatives that he started

within the company and was unable to hire capable executives, both of which were critical
functions for the COO. This meant that almost the entire burden of managing Zocdoc fell to Mr.
Massoumi. By 2015, Mr. Massoumi was actively searching for a COO to replace Mr. Kharraz.
Once he found a new COO, Mr. Massoumi intended for Mr. Kharraz to work on strategic projects
at Zocdoc, with little to no involvement in day-to-day operations.
29.

Mr. Ganju had for years taken a backseat role within Zocdoc and made few

meaningful contributions to the development of the company. Throughout his tenure, Mr. Ganju
deferred to Mr. Massoumi’s and Mr. Kharraz’s management. In 2013, the Vice President of
Engineering assumed all of Mr. Ganju’s substantive responsibilities, and Mr. Ganju stepped down
from the CTO position. By 2013, Mr. Massoumi was considering asking Mr. Ganju to leave
Zocdoc given his consistent lack of contribution.
This is a copy of a pleading filed electronically pursuant to New
8 York State court rules (22 NYCRR §202.5-b(d)(3)(i))
which, at the time of its printout from the court system's electronic website, had not yet been reviewed and
approved by the County Clerk. Because court rules (22 NYCRR §202.5[d]) authorize the County Clerk to reject
filings for various reasons, readers should be aware that documents bearing this legend may not have been
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30.

Ms. Samroengraja struggled to fulfill her duties as CFO as the company

grew and became more complex in its operations and finances. She also failed to win the trust of
potential investors, at times withholding information that they had requested and making them wary
of investing in Zocdoc. By 2013, Mr. Massoumi had decided to find someone to take Ms.
Samroengraja’s place as CFO. In the months before the coup, Mr. Massoumi was conducting an
active search for a new CFO. Mr. Massoumi intended to keep Ms. Samroengraja employed at
Zocdoc in some capacity after he hired a more qualified replacement.
31.

Mr. Kharraz, Ms. Samroengraja, and Mr. Ganju each knew before

November 2015 that Mr. Massoumi, as CEO, had plans to replace them with new hires. Each had
reason to worry about his or her position at Zocdoc due to consistently sub-par performance.
Indeed, on the morning of the November 11, 2015 board meeting, the Zocdoc executive team was
interviewing candidates for both the COO and CFO positions, then held by Mr. Kharraz and Ms.
Samroengraja, respectively.
C.

November 2015 Coup and Removal of Mr. Massoumi
32.

Recognizing that their futures with the company were in doubt, Mr. Ganju,

Mr. Kharraz, and Ms. Samroengraja orchestrated an elaborate, multi-step scheme to remove Mr.
Massoumi from his positions at Zocdoc and permanently shut him out of management of the
company. They planned for the whole scheme to unfold during the November 11–12, 2015 meeting
of the Zocdoc board of directors.
33.

Prior to the coup, defendants did not express any objection to Mr.

Massoumi’s management that would warrant his removal. At no point did defendants discuss with
Mr. Massoumi any desire to change the Zocdoc leadership, shift the overall direction of the
business, nor did they articulate any other broader concern that could have driven them to oust the
company’s CEO without warning. As far as Mr. Massoumi could tell, defendants were aligned
This is a copy of a pleading filed electronically pursuant to New
9 York State court rules (22 NYCRR §202.5-b(d)(3)(i))
which, at the time of its printout from the court system's electronic website, had not yet been reviewed and
approved by the County Clerk. Because court rules (22 NYCRR §202.5[d]) authorize the County Clerk to reject
filings for various reasons, readers should be aware that documents bearing this legend may not have been
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accepted for filing by the County Clerk.

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with him on the company’s priorities, goals, and strategy.
34.

Defendants kept Mr. Massoumi completely in the dark about their plans.

They went so far as to tell numerous lies about the purpose and agenda for the November 2015
board meeting to prevent Mr. Massoumi from discovering their true intentions. For example, the
Zocdoc executive team typically rehearsed their presentations to the board in advance of a given
board meeting. Prior to the November 2015 meeting, defendants went through the charade of such
rehearsals even though they knew the rehearsed presentations did not represent the true purpose
and agenda for the meeting. These dry-run meetings, which Mr. Massoumi attended in their
entirety, took place on November 4, 5, and 9, 2015. Mr. Kharraz presented about product
development, and Ms. Samroengraja practiced a presentation about Zocdoc’s financial status. To
lend the defendants’ ruse a further air of authenticity, both presentations were complete with bogus
PowerPoint slides that Mr. Kharraz and Ms. Samroengraja used as camouflage for the real purpose
of the board meeting. Mr. Kharraz and Ms. Samroengraja put on a show and thereby intentionally
and falsely represented to Mr. Massoumi that the upcoming board meeting would involve nothing
out of the ordinary.
35.

Ms. Samroengraja was charged with circulating relevant materials,

including a formal agenda, before each board meeting. She sent the board a folder of materials
including the purported agenda on November 10, 2015. Shortly thereafter, she sent Mr. Massoumi
what she claimed to be the final version of a PowerPoint presentation that the executive team
allegedly intended to deliver to the board. All of these materials were false and fabricated, as Ms.
Samroengraja knew that the board meeting had a completely different agenda than the materials
she was circulating.
36.

Mr. Weiden responded to the materials circulated by Ms. Samroengraja with

various e-mailed questions and comments on Zocdoc’s plans for 2016. Mr. Massoumi was copied
This is a copy of a pleading filed electronically pursuant to New
10 York State court rules (22 NYCRR §202.5-b(d)(3)(i))
which, at the time of its printout from the court system's electronic website, had not yet been reviewed and
approved by the County Clerk. Because court rules (22 NYCRR §202.5[d]) authorize the County Clerk to reject
filings for various reasons, readers should be aware that documents bearing this legend may not have been
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accepted for filing by the County Clerk.

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on those e-mails. Mr. Weiden thus acted as if the materials were legitimate and as if the board
meeting would discuss run-of-the-mill topics. However, during and after the board meeting, it
appeared that Mr. Weiden knew about the coup in advance, and thus that he had known the
materials prepared by Ms. Samroengraja were false.
37.

Mr. Massoumi relied on the presentations and materials provided by

defendants in advance of the November 2015 board meeting. As a result, he reasonably believed
that the board meeting would be routine. Defendants made every effort to further that belief,
carefully tailoring their behavior to conform to their usual pre-board meeting practices. Because
the practice presentations and materials circulated in advance of past board meetings had accurately
reflected the agenda and topics of discussion for the meeting in question, Mr. Massoumi had no
reason to suspect otherwise for this particular meeting. Given defendants’ comprehensive effort to
deceive him, Mr. Massoumi’s expectation of an ordinary board meeting was reasonable and
justified.
38.

Mr. Massoumi was in a position to prevent the coup, but the lies and

deceptive façade perpetrated by the defendants robbed him of the opportunity to do so. Mr.
Massoumi had no knowledge or notice of any of the actions involved in removing him from the
Zocdoc leadership. Otherwise, he would have exercised his options to buy Zocdoc shares and
thereby acquire majority control of the company. Doing so would have allowed him to remove
Mr. Kharraz and Ms. Samroengraja from the board before the coup could take place.
39.

As soon as it started, the board meeting on November 11, 2015 bore no

resemblance to what defendants had presented during their rehearsals or to the materials that Ms.
Samroengraja had circulated in advance. When Ms. Samroengraja began to speak at the meeting,
Mr. Massoumi immediately understood that defendants had lied to him about the meeting’s purpose
and agenda. As Chairman, he verbally terminated the meeting minutes after it began and left the
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room. Nonetheless, the meeting continued in Mr. Massoumi’s absence.
40.

Mr. Massoumi tried to find a quiet space in the Zocdoc offices to assess the

impact of the attempted coup. Defendants did not try to meet with Mr. Massoumi outside of the
board meeting on November 11, 2015. Instead, defendants directed private security guards, hired
specially for the occasion, to eject Mr. Massoumi from Zocdoc’s offices. Defendants gave Mr.
Massoumi no opportunity to gather his work files or any other documents and barred him from
returning to the offices.
41.

Nearly an hour after the start of the board meeting, Ms. Samroengraja finally

circulated the real materials for the meeting, including documents describing various board actions
and steps in the coup to oust Mr. Massoumi. The belated materials exposed all the prior statements
made by defendants about the meeting agenda to be lies and misrepresentations. The timing of the
circulation further confirmed defendants’ scheme to keep Mr. Massoumi in the dark.
42.

During the evening of November 11, 2015, in his capacity as Chairman, Mr.

Massoumi e-mailed the board members to challenge the validity of the board meeting that had
taken place that day and to object to its continuation on the following day. Despite Mr. Massoumi’s
objection, the meeting continued the following morning without Mr. Massoumi present.
43.

In the course of the board meeting that spanned November 11 and 12, 2015,

defendants carried out each step of their plan, all without Mr. Massoumi’s prior knowledge,
consent, or participation. In one fell swoop, defendants removed Mr. Massoumi as Zocdoc CEO,
replaced him with Mr. Kharraz, and instituted governance changes that cemented Mr. Kharraz’s
and Mr. Ganju’s control of Zocdoc. Defendants’ actions, as follows, caused substantial harm to
Mr. Massoumi, leaving him with no role at the company he started and rendering his vote as a
minority stockholder effectively meaningless. Mr. Howery, the Founders Fund representative on
the Zocdoc board at the time, refused to support the following actions.
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a.

Change in Proxyholder: Mr. Kharraz and Mr. Ganju, acting together,
issued a written consent dated November 11, 2015. The written consent
purported to change the Proxyholder from Mr. Massoumi to Mr. Kharraz
under 58 Founder Voting Rights Agreements. As a result, Mr. Kharraz
assumed voting control over the shares governed by those agreements in
lieu of Mr. Massoumi. For the Change in Proxyholder and all subsequent
steps in the coup, Mr. Kharraz and Mr. Ganju acted as a unit. Only
together did they hold majority control of Zocdoc.

b.

Removal of Mr. Massoumi as CEO: A majority of the board (Mr.
Kharraz, Ms. Samroengraja, and Mr. Weiden) voted to remove Mr.
Massoumi as Zocdoc CEO, effective immediately. After the board
meeting concluded on November 11, 2015, Mr. Kharraz sent Mr.
Massoumi an e-mail confirming that the board had placed Mr. Massoumi
on administrative leave and instructing him to leave the Zocdoc offices.
On the same day, Zocdoc sent Mr. Massoumi a formal letter signed by
Ms. Samroengraja regarding his purported termination, which provided
no reason for his sudden removal.

Among other things, this letter

prohibited Mr. Massoumi from communicating with company employees
or visiting the Zocdoc offices.
c.

Changes in the board composition and executive team:

Ms.

Samroengraja resigned from her board seat and was replaced by Mr.
Ganju. The board composition then became Mr. Massoumi, Mr. Kharraz,
Mr. Ganju, Mr. Howery, and Mr. Weiden. After Mr. Massoumi was
removed as CEO, Mr. Kharraz, Mr. Ganju, and Mr. Weiden voted to
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appoint Mr. Kharraz to take Mr. Massoumi’s place as CEO, effective
immediately.
d.

Governance changes designed to entrench Mr. Kharraz’s and Mr.
Ganju’s control over Zocdoc: Not content with simply removing Mr.
Massoumi and assuming majority control of Zocdoc, defendants went
further to alter the corporate governance rules.

They amended the

company’s Certificate of Incorporation and Bylaws to make it impossible
for stockholders to challenge the control that Mr. Kharraz and Mr. Ganju
together held over Zocdoc. Mr. Kharraz and Mr. Ganju carried out these
amendments using voting power that they accrued by virtue of the
Founder Voting Rights Agreements. Specifically, defendants amended
the Bylaws to set a quorum of the board to a mere majority, meaning three
of the five directors. They also amended the Certificate to fix the number
of board directors at five and to give Mr. Kharraz and Mr. Ganju effective
veto power over the election and removal of any of the three common
directors. To gain one of these three seats, anyone other than a founder
would need either (1) the written consent of two founders (thus, for all
practical purposes, Mr. Kharraz and Mr. Ganju, who have acted as a unit)
and the vote of a majority of all outstanding shares of common stock, or
(2) the vote of 75% of all outstanding shares of common stock (Mr. Ganju
and Mr. Kharraz together held more than 25% of the shares of common
stock). The amendments also installed a 75% voting requirement for the
removal of common directors unless two founders agree to waive the
requirement. Because the amendments to the Certificate of Incorporation
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effectively required the consent of Mr. Kharraz and Mr. Ganju to obtain
any of the three Class B director seats on Zocdoc’s classified board, Mr.
Kharraz and Mr. Ganju effectively held veto power over the majority of
the board seats and thus control of the company outright. No stockholder
could challenge that control without their consent under the amended
Certificate and Bylaws. The amendments also specified that the board
would select the CEO from among the common directors; because Mr.
Kharraz and Mr. Ganju control the three common director seats, they also
control who can become CEO. Other amendments effectively prevented
stockholders from repealing these governance changes or otherwise
amending the Certificate or the Bylaws in ways that are inconsistent with
these changes without Mr. Kharraz’s and Mr. Ganju’s consent.
e.

Indemnification agreement for Mr. Ganju: The board adopted an
agreement under which Zocdoc would indemnify Mr. Ganju in his
capacity as a director.

f.

Adoption of forum selection clause:

A few days after the board

meeting, on November 17, 2015, defendants purported to amend the
Bylaws to provide that the Court of Chancery of Delaware would be the
“sole and exclusive forum” for various types of actions listed in the
amendment. This supposed bylaws amendment was not included in the
board meeting materials circulated by Ms. Samroengraja in advance of
the November 11–12, 2015 board meeting. Mr. Massoumi received no
notice about any board meeting to consider this alleged bylaws
amendment, and he received no notice of this proposed amendment
This is a copy of a pleading filed electronically pursuant to New
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before the November 11–12 board meeting or before its alleged adoption
on November 17, 2015. The lack of notice regarding this amendment
violated articles 3.7 and 8.1 of Zocdoc’s bylaws. Those provisions permit
the board to adopt bylaws amendments at regular meetings or special
meetings of the board, such as the one on November 11–12, 2015, if
“notice of such alteration, amendment, repeal or adoption of new bylaws
be contained in the notice of such special meeting.” The alleged bylaws
amendment adopting the forum selection clause is also part and parcel of
the actions taken in the coup. The amendment was motivated by the same
inequitable purpose as the rest of the coup actions, namely to remove and
freeze Mr. Massoumi out of the company.
44.

To carry out this long series of complex moves, defendants used Zocdoc

resources and personnel, and external agents paid by Zocdoc.
45.

The elaborate nature of defendants’ coup shows that they had been planning

it for months. During and after the board meeting, defendants came forward with at least eight
documents—including scripts that they read from and resolutions that they intended to pass as part
of the coup. In the lead-up to the board meeting, defendants clearly knew that they were
misrepresenting the meeting’s purpose to Mr. Massoumi and preventing him from taking any steps
to protect himself or Zocdoc.
46.

Each defendant benefited personally from the coup. Mr. Kharraz became

the CEO. Mr. Ganju gained a board seat and continued to work at the company despite not having
any meaningful responsibility. Ms. Samroengraja retained her position as CFO despite her poor
performance. All three defendants ensured their job security by removing Mr. Massoumi, who had
planned to replace them with more capable executives.
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D.

RECEIVED NYSCEF: 09/08/2020

Aftermath of the Coup and Zocdoc’s Declining Performance
47.

On November 12, 2015, Mr. Ganju and Mr. Kharraz signed a written notice

that waived the 75% voting requirement for removing a director elected by the common
stockholders and declared that Mr. Massoumi could be removed by an affirmative vote of a
majority of the holders of common stock. The amendments to the Charter required a 30-day period
between this notice and the removal. This notice paved the way for Mr. Ganju and Mr. Kharraz,
using the shares that they controlled by proxy, to remove Mr. Massoumi as a board director during
the following month.
48.

On December 21, 2015, Mr. Massoumi received an e-mail from Mr. Kharraz

indicating that Mr. Massoumi was removed from Zocdoc’s board of directors as of December 18,
2015. Mr. Massoumi received no advance notice of this removal, and he did not take part in the
board action effectuating it. None of Zocdoc’s stockholders outside of the board received any
notice regarding Mr. Massoumi’s removal as Chairman. Due to the lack of notice to minority
shareholders of Mr. Massoumi’s removal from the board, his purported removal as member and
Chairman of Zocdoc’s board was invalid. The Zocdoc board composition has thus been invalid
since at least December 18, 2015.
49.

Without Mr. Massoumi’s leadership, Zocdoc has suffered a precipitous

financial decline. Since defendants’ coup removing Mr. Massoumi in late 2015, based on public
information, the company has failed to raise a single dollar of new equity investment. To make
matters worse, according to a Uniform Commercial Code (“UCC”) financing statement available
as a public record, defendants have caused Zocdoc to take on debt from Hercules Capital, a lender
known for charging high interest rates.
50.

In light of this downward spiral, 14 key members of the executive team have

departed since 2015. Zocdoc has been unable to replace them with similarly qualified individuals.
This is a copy of a pleading filed electronically pursuant to New
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The three defendants are among the few executives who have remained since the coup. They have
lost the confidence of critical team members and created an environment of mistrust at Zocdoc,
making it impossible to recruit talent.
51.

This sharp decline in Zocdoc’s performance stems directly from defendants’

poor management. Mr. Kharraz and the current executive team have pursued a murky, everchanging business strategy that leaves Zocdoc with no clear direction. Most critically, defendants
have abandoned the company’s longstanding commitment to three key groups:
a.

Patients: Zocdoc’s original mission focused on expanding patients’
access to care and serving the most vulnerable populations, including
those on Medicare and Medicaid. Since Mr. Massoumi’s departure, the
company has done an about-face. In changing Zocdoc’s pricing model
to include a per-patient booking fee, defendants decided to shut Medicare
and Medicaid patients out of booking appointments through Zocdoc’s
platform. This was an apparent attempt to sidestep federal and state laws
that prohibit doctors from paying for patient referrals. Defendants were
thus willing to reduce access for the most vulnerable patients in service
of its shift to a new pricing model.

b.

Doctors/health care workers: Mr. Massoumi understood from the
outset the importance of treating doctors fairly and maintaining a
transparent pricing model. In 2019, Zocdoc changed its pricing model in
a futile attempt to shore up its precarious financial position. It switched
from charging doctors a flat annual subscription fee to be listed on
Zocdoc to charging a licensing fee, plus an additional fee each time that
a patient booked an initial appointment through Zocdoc. This meant that

This is a copy of a pleading filed electronically pursuant to New
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doctors who attracted a lot of new patients through the platform ended up
paying significantly more. Doctors had to pay Zocdoc the booking fee
even if the patient failed to show up for the appointment. The change in
pricing drew intense backlash from doctors. Over 1,000 people signed
online petitions challenging Zocdoc’s new fee structure as “pricegouging,” arguing that the booking fee amounted to an illegal referral fee
and violated professional medical ethics. One petition also chastised
Zocdoc for excluding patients on federally funded insurance plans like
Medicare and Medicaid and called on doctors to boycott Zocdoc in
protest. As this response showed, defendants’ change in approach has
severely damaged doctors’ and healthcare workers’ confidence in
Zocdoc.
c.

Investors: Since Mr. Massoumi’s ouster, all of Zocdoc’s investors have
suffered in at least three ways. First, and most obviously, the company’s
declining financial performance has undermined the company’s
enterprise value and thus the value of investors’ holdings. Investor
confidence has dwindled to such an extent that both Mr. Weiden,
representing Khosla Ventures, and Mr. Howery, representing Founders
Fund, have left the board. Second, the corporate governance changes put
in place as part of the coup insulate Mr. Kharraz and Mr. Ganju from any
challenge from stockholders.

Consequently, minority stockholders,

including Mr. Massoumi, have effectively no say in the direction or
management of Zocdoc. Third, Zocdoc management, and Mr. Kharraz
in particular, has concealed from the vast majority of stockholders the
This is a copy of a pleading filed electronically pursuant to New
19 York State court rules (22 NYCRR §202.5-b(d)(3)(i))
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true state of its financial affairs. His updates to shareholders are vague at
best, and he refuses to provide stockholders with detailed financial
information when requested. This ongoing scheme of concealment and
misrepresentation has caused the greatest harm to Mr. Massoumi, the
largest single holder of shares of common stock. Without access to
accurate financial information, Mr. Massoumi is unable to evaluate or sell
his substantial holding of Zocdoc shares.
52.

All the people for whom Mr. Massoumi started Zocdoc and aimed to serve—

patients, doctors/healthcare workers, and investors—are suffering from defendants’ misguided and
callous decisions. Their actions have stripped Mr. Massoumi of his positions at the company he
founded and precluded him from having any meaningful input as a stockholder. Most importantly,
defendants have undermined the mission and value that Mr. Massoumi had dedicated eight years
of his life to building during a time when the global COVID-19 pandemic makes Zocdoc’s PatientsFirst mission more critical than ever.
FIRST CAUSE OF ACTION
Fraud
53.

Mr. Massoumi incorporates by reference and re-alleges each of the

foregoing allegations, as though fully set forth herein.
54.

Mr. Ganju, Mr. Kharraz, and Ms. Samroengraja lied to Mr. Massoumi. They

misrepresented the agenda and purpose of the November 11–12, 2015 board meeting. They failed
to disclose the meeting’s true purpose, or their plan to oust Mr. Massoumi from Zocdoc and render
his ouster irreversible through governance changes.
55.

In particular, at “dry runs” on November 4, 5, and 9, 2015, in preparation

for the board meeting to be held on November 11–12, Mr. Kharraz and Ms. Samroengraja rehearsed
This is a copy of a pleading filed electronically pursuant to New
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presentations on routine topics in front of Mr. Massoumi, thus misrepresenting that the November
11–12 board meeting would not be out of the ordinary.
56.

Additionally, on November 10, Ms. Samroengraja, who had the

responsibility to prepare and circulate materials in advance of each board meeting, purposely sent
Mr. Massoumi a set of materials outlining run-of-the-mill topics to mislead him about what would
actually take place at the board meeting.
57.

All of these statements, materials, and representations were patently false.

The meeting never addressed the topics that defendants had rehearsed with Mr. Massoumi or
otherwise represented that they planned to discuss. Instead, as defendants had planned, the meeting
brought about extraordinary and unheralded changes to Zocdoc’s leadership and governance, and
had as its ultimate objective the permanent removal of Mr. Massoumi from any role at the company.
58.

Defendants’ concealment and misrepresentations regarding the November

11–12, 2015 board meeting also amounted to inequitable conduct in violation of Delaware law.
Defendants lulled Mr. Massoumi with false assurances that the meeting would be routine. They
gave him no opportunity to prepare for or challenge the actual subject matter discussed at the
meeting, prevent the coup that in fact took place, or to block the meeting entirely, which is what
Mr. Massoumi attempted to do as soon as he realized the meeting’s real purpose.
59.

All three defendants had superior knowledge of special facts that rendered

their conduct, namely the board meeting of November 11–12, 2015 and the corporate actions taken
at that meeting, inherently unfair. Abruptly removing a corporate founder and officer from his
position, with no prior notice or warning, in a matter on which he would ordinarily have a voice
and vote as Chairman and as the company’s largest single common stockholder, was inherently
unfair. Moreover, Mr. Massoumi could not discover the concealed facts through the exercise of
ordinary diligence.
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60.

All three defendants knew that the statements and materials concerning the

November 11–12, 2015 board meeting, and their omissions concerning the same, were false,
misleading, and designed to keep Mr. Massoumi in the dark. They knew well in advance that the
meeting would involve removing Mr. Massoumi as CEO and various changes to the corporate
governance documents.
61.

Defendants intended for Mr. Massoumi to rely on their false statements,

misrepresentations, and omissions regarding the board meeting. They did not want Mr. Massoumi
to find out about the coup beforehand and potentially interfere with their plans.
62.

Mr. Massoumi relied on defendants’ statements and omissions. Based on

what his executive team had prepared and demonstrated would be the agenda and purpose of the
November 11–12, 2015 board meeting, Mr. Massoumi believed that the meeting would cover those
issues and only those issues. He had no notice whatsoever of the actions that in fact took place at
the meeting. As a result, Mr. Massoumi did not take and had no reason to take actions to defend
himself or prevent the coup.
63.

Mr. Massoumi’s reliance was justifiable. Mr. Kharraz, Mr. Ganju, and Ms.

Samroengraja were members of the executive team responsible for preparing for board meetings,
and Ms. Samroengraja was specifically charged with preparing and circulating materials for each
meeting. The executive team had established a practice of rehearsing their presentations and
circulating materials in advance. Defendants made sure to follow that practice. Mr. Massoumi did
not suspect in any way that the board meeting would diverge from defendants’ representations or
would address anything except routine topics, and he was not given any reason to doubt their
statements.
64.

Had Mr. Massoumi known the true intended purpose of the November 11–

12, 2015 board meeting, he would have taken action to prevent the coup by exercising his stock
This is a copy of a pleading filed electronically pursuant to New
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options to acquire majority control of Zocdoc’s Class B common stock. With that majority control,
Mr. Massoumi would have been able to remove Mr. Kharraz and Ms. Samroengraja from the board
before the November 11–12, 2015 board meeting and replace them with other directors. Mr.
Massoumi would thus have prevented defendants from adopting the actions and governance
changes that comprised the coup, including the removal of Mr. Massoumi as CEO.

By

misrepresenting and concealing the true purpose of the meeting until the last possible moment,
defendants prevented Mr. Massoumi from taking steps that he otherwise would have taken to block
the coup and secure his own interests.
65.

By seizing control of Zocdoc’s governance in such a way that other

stockholders, including Mr. Massoumi, were effectively shut out, Mr. Kharraz and Mr. Ganju
arrogated to themselves a disproportionate share of the value of Zocdoc’s equity, at the expense of
other stockholders and particularly of Mr. Massoumi.
66.

Mr. Massoumi suffered damages as a result of defendants’ actions, including

but not limited to the diminution in value of Mr. Massoumi’s Zocdoc shares and other losses
associated with the loss of his position as CEO and Chairman of Zocdoc, the company he founded
and built.
SECOND CAUSE OF ACTION
Conspiracy To Commit Fraud
67.

Mr. Massoumi incorporates by reference and re-alleges each of the

foregoing allegations, as though fully set forth herein.
68.

The three defendants agreed to carry out each of the actions in the coup that

removed Mr. Massoumi from his positions at Zocdoc. They also agreed to conceal all those
actions from Mr. Massoumi and to lie to him about the November 11–12, 2015 board meeting.
69.

Each of the three defendants intended to participate in this scheme to

This is a copy of a pleading filed electronically pursuant to New
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effectuate a coup. Each intended to carry out the actions of the coup and to keep Mr. Massoumi
in the dark. Each stood to gain from the coup by securing and/or improving his or her position at
Zocdoc.
70.

All three defendants took numerous overt acts to further their agreed-on plan

to remove Mr. Massoumi. Mr. Ganju and Mr. Kharraz effectuated a written consent to change
the Proxyholder under the Founder Voting Rights Agreements from Mr. Massoumi to Mr.
Kharraz. Mr. Kharraz and Ms. Samroengraja lied to Mr. Massoumi about the purpose and agenda
of the November 11–12, 2015 board meeting. Ms. Samroengraja sent Mr. Massoumi a fake set of
board meeting materials to prevent him from finding out defendants’ true intentions. In addition,
all three defendants, as board directors, voted in favor of some or all of the board actions and
corporate governance changes that comprised the coup.
THIRD CAUSE OF ACTION
Declaratory Relief
71.

Mr. Massoumi incorporates by reference and re-alleges each of the

foregoing allegations, as though fully set forth herein.
72.

Defendants’ actions give rise to a bona fide controversy, namely as to

whether the actions defendants took as part of the coup were valid given that their fraud and
inequitable conduct towards Mr. Massoumi were necessary prerequisites for the coup.
73.

Mr. Massoumi has standing to pursue declaratory relief because he was the

target of defendants’ fraudulent statements, actions, and omissions, which resulted in the ouster of
Mr. Massoumi from his positions at Zocdoc and damage to the value of his substantial holding of
Zocdoc shares.
74.

Declaratory relief is necessary because other forms of relief will not

adequately compensate Mr. Massoumi for the harms caused by defendants’ actions. Defendants
This is a copy of a pleading filed electronically pursuant to New
24 York State court rules (22 NYCRR §202.5-b(d)(3)(i))
which, at the time of its printout from the court system's electronic website, had not yet been reviewed and
approved by the County Clerk. Because court rules (22 NYCRR §202.5[d]) authorize the County Clerk to reject
filings for various reasons, readers should be aware that documents bearing this legend may not have been
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accepted for filing by the County Clerk.

 INDEX NO. UNASSIGNED

CAUTION: THIS DOCUMENT HAS NOT YET BEEN REVIEWED BY THE COUNTY CLERK. (See below.)

NYSCEF DOC. NO. 1

RECEIVED NYSCEF: 09/08/2020

implemented a series of illegitimate board actions and corporate governance changes as part of the
coup. The upshot was to separate Mr. Massoumi from the company he founded and led for eight
years, and to install Mr. Kharraz and Mr. Ganju in positions of power impervious to challenge by
other stockholders. Mr. Massoumi now has no role in the company and must watch as Mr. Kharraz
and Mr. Ganju undermine the value and vision that Mr. Massoumi built. While Mr. Massoumi is
entitled to monetary damages, such damages for past harm would not suffice to compensate him
for the ongoing harm of exclusion from any role at Zocdoc and inability, due to the governance
changes defendants instituted as part of the coup, to regain any role at Zocdoc. Only an unwinding
of the actions that formed part of the coup could provide Mr. Massoumi complete relief. The court
should exercise its discretion to grant declaratory relief to address the particular harms at issue.
PRAYER FOR RELIEF
WHEREFORE, Plaintiff demands judgment as follows:
a.

Declaring that defendants committed the fraud described herein;

b.

Declaring that defendants committed the conspiracy to commit fraud
described herein;

c.

Awarding monetary damages, including but not limited to actual,
rescissionary, and consequential damages, to compensate Mr. Massoumi
for the harm he suffered as a result of defendants’ actions;

d.

Declaring that the removal of Mr. Massoumi as Zocdoc CEO was invalid,
and that Mr. Massoumi remains the CEO of Zocdoc;

e.

Declaring that the removal of Mr. Massoumi as a Zocdoc director was
invalid, and that Mr. Massoumi remains Chairman of Zocdoc and a
member of the board of directors;

f.

Declaring that the composition of the Zocdoc board has been invalid and

This is a copy of a pleading filed electronically pursuant to New
25 York State court rules (22 NYCRR §202.5-b(d)(3)(i))
which, at the time of its printout from the court system's electronic website, had not yet been reviewed and
approved by the County Clerk. Because court rules (22 NYCRR §202.5[d]) authorize the County Clerk to reject
filings for various reasons, readers should be aware that documents bearing this legend may not have been
27 of 29
accepted for filing by the County Clerk.

 INDEX NO. UNASSIGNED

CAUTION: THIS DOCUMENT HAS NOT YET BEEN REVIEWED BY THE COUNTY CLERK. (See below.)

NYSCEF DOC. NO. 1

RECEIVED NYSCEF: 09/08/2020

improper since at least December 18, 2015;
g.

Declaring that all actions taken by the Zocdoc board since at least
December 18, 2015 are invalid and void;

h.

Declaring as invalid any actions, including but not limited to any
amendments to Zocdoc’s Charter of Incorporation and Bylaws and any
board actions, taken as part of the coup to remove Mr. Massoumi from
his positions at Zocdoc and/or taken during the course of the November
11–12, 2015 board meeting, including but not limited to the actions
documented in the meeting minutes of the November 11–12, 2015 board
meeting;

i.

Declaring that the purported amendment to Zocdoc’s Bylaws to adopt a
forum selection clause dated November 17, 2015 is invalid;

j.

Declaring that any indemnification agreement adopted by the Zocdoc
board of directors for Nikhil Ganju during the November 11–12, 2015
board meeting is invalid;

k.

Awarding pre-judgment and post-judgment interest on all amounts
awarded;

DATED:

l.

Awarding costs, expenses, and attorneys’ fees; and

m.

Granting any other relief that the Court deems just and proper.

New York, New York
September 8, 2020

LUPKIN PLLC
By: __________________
Jonathan D. Lupkin
80 Broad Street, Suite 1301
New York, NY 10004
Tel.: (646) 367-2771
Email: jlupkin@lupkinpllc.com

This is a copy of a pleading filed electronically pursuant to New
26 York State court rules (22 NYCRR §202.5-b(d)(3)(i))
which, at the time of its printout from the court system's electronic website, had not yet been reviewed and
approved by the County Clerk. Because court rules (22 NYCRR §202.5[d]) authorize the County Clerk to reject
filings for various reasons, readers should be aware that documents bearing this legend may not have been
28 of 29
accepted for filing by the County Clerk.

 INDEX NO. UNASSIGNED

CAUTION: THIS DOCUMENT HAS NOT YET BEEN REVIEWED BY THE COUNTY CLERK. (See below.)

NYSCEF DOC. NO. 1

RECEIVED NYSCEF: 09/08/2020

Robert A. Van Kirk*
John S. Williams
Meng Jia Yang*
Thomas S. Chapman*
WILLIAMS &
CONNOLLY LLP
650 Fifth Avenue, Suite 1500
New York, NY 10019
-and725 Twelfth Street, N.W.
Washington, DC 20005
Tel.: (202) 434-5000
* Pro hac vice applications
forthcoming.

This is a copy of a pleading filed electronically pursuant to New
27 York State court rules (22 NYCRR §202.5-b(d)(3)(i))
which, at the time of its printout from the court system's electronic website, had not yet been reviewed and
approved by the County Clerk. Because court rules (22 NYCRR §202.5[d]) authorize the County Clerk to reject
filings for various reasons, readers should be aware that documents bearing this legend may not have been
29 of 29
accepted for filing by the County Clerk.